Common use of Leases Clause in Contracts

Leases. The rent roll attached hereto as Schedule 8 (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. 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 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) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, 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 contains any option to purchase or right of first refusal 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. The rent roll To each Borrower’s actual knowledge after due inquiry and except as set forth on Schedule X attached hereto or as Schedule 8 otherwise disclosed in the estoppel certificates delivered to Lender in connection with the closing of the Loan, (a) the "RENT ROLL") is true, complete and correct and the Property is Properties are not subject to any Leases other than the HRHI Lease and the other Leases described in the Rent Roll. Except as set forth on the Rent Roll: said Schedule X, (ib) each Mortgage Borrower is the owner and lessor of the landlord’s interest in each such Lease is affecting its Property, (c) no Person has any possessory interest in any Property or any right to occupy the same except under and pursuant to the provisions of such Leases, (d) all commercial Leases are 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, effect and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due material defaults thereunder by either party 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 Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledge, 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 whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute such a default; material defaults thereunder, (vie) the copies of the commercial Leases delivered to Borrowers' best knowledgeLender are true and complete, and there is are no present material default oral agreements with respect thereto, (f) no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (g) all work to be performed by the landlord under each Lease has been performed as required in such Lease 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 any Mortgage Borrower to any tenant has already been received by such tenant, (h) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect, (i) no commercial tenant listed on Schedule X has assigned its Lease or sublet all or any portion of the premises demised thereby, no such commercial tenant holds its leased premises under assignment or sublease, nor does anyone except such commercial tenant and its employees occupy such leased premises, (j) no 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) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, no Person has any possessory interest in, a right or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either option pursuant to its terms such Lease or pursuant to a subordination and attornment agreement. None of the Leases contains any option otherwise to purchase or right of first refusal to purchase the Property all or any part thereof. Neither of the Leases nor Property of which the Rents have been assigned or pledged except to Lenderleased premises are a part, and (k) no other Person tenant under any Lease has any interest therein except right or option for additional space in the tenants thereunderImprovements.

Leases. The rent roll attached hereto as Schedule 8 (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. 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 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) to Borrowers' best knowledge, 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 Borrowers' 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 attached as SCHEDULE IV hereto and are held consistent with Section 3.8; made a part hereof (viii) Borrowers are and subleases permitted under the sole owner Anchor Lease). To the best of the entire lessorBorrower's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, no Person has any possessory interest in, in the Property or right to occupy, occupy the Property same except under and pursuant to the terms provisions of the Lease; Leases. The current Leases are in full force and effect and to Borrower's knowledge after inquiry, there are no defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. To the best of Borrower's knowledge, no Rent (xiincluding security deposits) has been paid more than one (1) month in advance of its due date. To the best of Borrower's knowledge, all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any tenant has already been received by such tenant. To the best of Borrower's knowledge, there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is subordinate to outstanding. To Borrower's knowledge after inquiry, except as set forth on SCHEDULE IV, no tenant listed on SCHEDULE IV has assigned its Lease or sublet all or any portion of the Loan Documentspremises demised thereby, either no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. No tenant under any Lease has a right or option pursuant to its terms such Lease or pursuant to a subordination and attornment agreement. None of the Leases contains any option otherwise to purchase or right of first refusal to purchase the Property all or any part thereofof the leased premises or the building of which the leased premises are a part. Neither Except as set forth in SCHEDULE IV, no tenant under any Lease has any right or option for additional space in the Leases nor Improvements except as set forth in SCHEDULE IV. To Borrower's actual knowledge based on the Rents Environmental Report delivered to Lender in connection herewith, no hazardous wastes or toxic substances, as defined by applicable federal, state or local statutes, rules and regulations, have been assigned disposed, stored or pledged treated by any tenant under any Lease on or about the leased premises nor does Borrower have any 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 petroleum product or any toxic or hazardous chemical, material, substance or waste, except to Lenderin either event, in compliance with applicable federal, state or local statues, rules and no other Person has any interest therein except the tenants thereunderregulations.

Leases. The (a) Except as disclosed in the rent roll attached hereto as Schedule 8 (the "RENT ROLL") is true, complete and correct and for the Property is not subject delivered to any Leases other than and approved by Lender in writing prior to the Leases described in the Rent Roll. Except as set forth on the Rent Roll: date hereof, (i) each Lease Borrower 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 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) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in the Leases; (ii) the Leases are valid and enforceable and in full force and effect; (iii) all of the Leases are arms-length agreements with bona fide, independent third parties; (iv) no party under any Lease is in default; (v) all Rents due have been paid in full; (vi) the terms of all alterations, modifications and amendments to the Leases are reflected in the certified occupancy statement delivered to and approved by Lender; (vii) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated; (viii) none of the Rents have been collected for more than one (1) month in advance (except a security deposit shall not be deemed rent collected in advance); (ix) the premises demised under the Leases have been completed and the tenants under the Leases have accepted the same and have taken possession of the same on a rent-paying basis; (x) there exist no offsets or defenses to the payment of any portion of the Rents and Borrower has no monetary obligation to any tenant under any Lease; (xi) Borrower has received no notice from any tenant challenging the validity or enforceability of any Lease; (xii) there are no agreements with the tenants under the Leases other than expressly set forth in each Lease; (ixxiii) each Lease is the valid, binding Leases are valid and enforceable obligation of such against Borrower and the applicable tenant thereundertenants set forth therein; (xxiv) no Lease contains an option to Borrowers' best knowledgepurchase, right of first refusal to purchase, or any other similar provision; (xv) no Person person or entity has any possessory interest in, or right to occupy, the Property except under the terms of the and pursuant to a Lease; and (xixvi) each Lease is subordinate to the Loan Documentsthis Security Instrument, either pursuant to its terms or pursuant a recordable subordination agreement; (xvii) no Lease has the benefit of a non-disturbance agreement that would be considered unacceptable to a subordination and attornment agreement. None of prudent institutional lenders, (xviii) all security deposits relating to the Leases contains any option reflected on the certified rent roll delivered to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents Lender have been assigned collected by Borrower; and (xix) no brokerage commissions or pledged except to Lender, finders fees are due and no other Person has payable regarding any interest therein except the tenants thereunderLease.

Leases. The rent roll attached hereto as Schedule 8 Borrower represents and warrants to Lender that: (the "RENT ROLL"a) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in Master Lease, (b) the Rent Roll. Except as set forth on the Rent Roll: (i) each Master Lease is in full force and effect; , there are no defaults thereunder by either Borrower, or (iito Borrower’s knowledge) Master Tenant, and Borrower has not received any notice of termination with respect to the Master Lease, (c) the tenants under copy of the Leases have accepted possession of Master Lease delivered to Lender is true and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leasescomplete, and there are no offsetsoral agreements with respect thereto, claims or defenses to the enforcement thereof; (iiid) no Rent (excluding security deposits) has been paid more than one (1) month in advance of its due date, (e) all rents work to be performed by Borrower under the Master Lease has been performed as required and has been accepted by the Master Tenant, (f) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to Master Tenant has already been received by Master Tenant, (g) Master Tenant has accepted possession and is in occupancy of, and is open for business and conducting normal business operations at, all of its demised premises, and is paying full, unabated rent under the Master Lease, (h) Master Tenant is free from bankruptcy or reorganization proceedings, (i) Master Tenant is an Affiliate of Borrower, (j) there are no brokerage fees or commissions due and payable under in connection with 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 Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledge, 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 Master Lease, and (k) Borrower has not assigned or pledged the Master Lease, the rents thereunder or any interest therein except to Lender, (l) no event has occurred which, with the giving of notice Tenant or passage of time, or both, would constitute such a default; (vi) to Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, no other Person has any possessory option, right of first refusal or offer or any other similar right to purchase all or any portion of, or interest in, or the Property, (m) Master Tenant does not have the right to occupy, terminate its Lease prior to the Property except under the terms expiration of the stated term thereof except, to the extent contained in the Lease; , (n) Master Tenant has not assigned its Lease or sublet all or any portion of the premises demised thereby, and (xio) each the Master Lease is subordinate to the Loan Documents, either pursuant Mortgage and the Assignment of Leases and provides that the Master Tenant has agreed to its terms or pursuant attorn to Lender and any purchaser at a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal 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 thereunderforeclosure sale.

Leases. The rent roll To each Borrower’s actual knowledge after due inquiry and except as set forth on Schedule X attached hereto or as Schedule 8 otherwise disclosed in the estoppel certificates delivered to Lender in connection with the origination of the Loan, (a) the "RENT ROLL") is true, complete and correct and the Property is Properties are not subject to any Leases other than the Leases described in the Rent Roll. Except as set forth on the Rent Roll: said Schedule X, (ib) each Mortgage Borrower is the owner and lessor of the landlord’s interest in each such Lease is affecting its Property, (c) no Person has any possessory interest in any Property or any right to occupy the same except under and pursuant to the provisions of such Leases, (d) all commercial Leases are 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, effect and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due material defaults thereunder by either party 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 Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledge, 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 whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute such a default; material defaults thereunder, (vie) the copies of the commercial Leases delivered to Borrowers' best knowledgeLender are true and complete, and there is are no present material default oral agreements with respect thereto, (f) no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (g) all work to be performed by the landlord under each Lease has been performed as required in such Lease 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 any Mortgage Borrower to any tenant has already been received by such tenant, (h) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect, (i) no commercial tenant listed on Schedule X has assigned its Lease or sublet all or any portion of the premises demised thereby, no such commercial tenant holds its leased premises under assignment or sublease, nor does anyone except such commercial tenant and its employees occupy such leased premises, (j) no 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) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, no Person has any possessory interest in, a right or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either option pursuant to its terms such Lease or pursuant to a subordination and attornment agreement. None of the Leases contains any option otherwise to purchase or right of first refusal to purchase the Property all or any part thereof. Neither of the Leases nor Property of which the Rents have been assigned or pledged except to Lenderleased premises are a part, and (k) no other Person tenant under any Lease has any interest therein except right or option for additional space in the tenants thereunderImprovements.

Leases. The Schedule 3.9 sets forth a copy of the most recent rent roll attached hereto as Schedule 8 for each Real Property (the "RENT ROLL") each, a “Rent Roll”), which Rent Roll, to such Seller’s Knowledge, is true, complete true and correct and in all material respects as of the Property is not subject to any Leases other than the Leases described in the date of such Rent Roll. Except as set forth on noted in the Rent Roll: , (i) each Lease is in full force all rent 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 other charges due and payable under the Leases have been paid and there are no portion thereof arrears or past due amounts due under the Leases, (ii) no rent or other charge under any Lease has been paid for more than thirty (30) days in advance of its due date, and (iii) except as may be noted on Schedule 3.9.1, no tenant under any Lease has been given any concession, rebate, allowance or free rent for any period more than 30 days in advance; after the date of Closing, and (iv) except as may be noted on Schedule 3.9.1, all construction obligations of Sellers have been fully satisfied. The Leases are in full force and effect and constitute the valid and binding legal obligations of the respective tenants thereunder (the “Tenants”). No Seller has received any written notice of any dispute, termination or default from any Tenant under any of the Leases, and, except as may be noted on the Rent Roll or in the lease files delivered or made available by Sellers to Buyers, no Seller has any Knowledge of (1) any dispute or any existing and uncured material default, or any claim of default (or any right to set-offs, offsets or abatements of or against rent or any other charges currently payable under each Lease is the amount of fixed rent set forth in the Rent Rollits Lease), and there is no claim by such Seller or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledge, no tenant has made any claim against the landlord Tenant under any Lease which remains outstanding, there are no defaults on the part of the landlord under Leases, or (2) any Lease, and no event that has occurred and is continuing which, with the giving of notice or passage of time, or both, would constitute such or would reasonably be expected to constitute a default; (vi) to Borrowers' 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 . True, correct and are held consistent with Section 3.8; (viii) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, 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 complete copies of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part (including, without limitation, all amendments, modifications, supplements, restatements and guarantees thereof. Neither the Leases nor the Rents ) have been assigned or pledged except made available by Sellers to Lender, and no other Person has any interest therein except the tenants thereunderBuyers.

Leases. The Borrower represents and warrants to Agent with respect to the Leases that, except as disclosed (x) in any Tenant estoppel certificate addressed and delivered to Agent and Lenders prior to the Closing Date, or (y) on Schedule 3.1.22 hereto: (a) the rent roll attached hereto as Schedule 8 (the "RENT ROLL") I is true, complete and correct and in all material respects, the Property is not subject to any Leases other than the Leases described in Schedule I, and no Person has any possessory interest in the Rent Roll. Except as set forth Property or right to occupy the same except under and pursuant to the provisions of the Leases, (b)(i) the Leases identified on the Rent Roll: (i) each Lease is Schedule I are in full force and effect; , (ii) to the tenants under best of Borrower’s knowledge, there are no defaults thereunder by 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 Leasesapplicable Tenant, 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 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) to Borrowers' best knowledge, 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 whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute such a default; default by a Tenant thereunder, (viiii) to Borrowers' best Borrower’s knowledge, there is are no present material defaults thereunder by Borrower, as landlord, and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute a default by the tenant Borrower, as landlord, thereunder, and (iv) to Borrower’s knowledge, no Tenant is subject to an action under any Lease; state or federal bankruptcy, insolvency, or similar laws or regulations, (viic) the copies of the Leases delivered to Agent are true and complete in all material respects, and there are no oral agreements with respect thereto, (d) no 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 as of the date hereof 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 Borrower to any Tenant as of the date hereof has already been received by such Tenant, (g) all security deposits are being held in accordance with Legal Requirements, (h) all Tenants at the Property are paying full rent under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8; their Leases, (viiii) Borrowers are the sole owner no Tenant under any Lease (or any sublease) is an Affiliate of Borrower, (j) no Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the entire lessor's interest leased premises or the Improvements of which the leased premises are a part, (k) except as previously disclosed in writing to Agent, each Lease; Tenant at the Property is in physical occupancy of the premises demised under its Lease and has not sublet any portion thereof to any Person, and (ixl) each Lease is no Person other than the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) Tenant have any right, title or interest in and to Borrowers' best knowledge, no Person has any possessory interest in, or right the Leases and Rents except the rights and Liens granted to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate Agent pursuant to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal 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. The Except as previously disclosed in writing to Lender, whether in the rent roll attached hereto as Schedule 8 (the "RENT ROLL") is true, complete and correct and for the Property delivered to and approved by Lender or otherwise, (a) Borrower is not subject to any Leases other than the Leases described in the Rent Roll. 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 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) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in the Leases; (b) the Leases are valid and enforceable and in full force and effect; (c) all of the Leases are arms-length agreements with bona fide, independent third parties; (d) no party under any Lease is in default; (e) all Rents due have been paid in full; (f) the terms of all alterations, modifications and amendments to the Leases are reflected in the certified occupancy statement delivered to and approved by Lender; (g) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated; (h) none of the Rents have been collected for more than one (1) month in advance (except a security deposit shall not be deemed rent collected in advance); (i) 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 a rent-paying basis; (j) there exist no offsets or defenses to the payment of any portion of the Rents; (k) Borrower has received no notice from any tenant challenging the validity or enforceability of any Lease; (l) there are no agreements with the tenants under the Leases other than expressly set forth in each Lease; (ixm) each Lease is the valid, binding Leases are valid and enforceable obligation of such against Borrower and the applicable tenant thereundertenants set forth therein; (xn) no Lease contains an option to Borrowers' best knowledgepurchase, right of first refusal to purchase, or any other similar provision; (o) no Person person or entity has any possessory interest in, or right to occupy, the Property except under the terms of the and pursuant to a Lease; and (xip) each Lease is subordinate to the Loan Documentsthis Security Instrument, either pursuant to its terms or pursuant a recordable subordination agreement; (q) no Lease has the benefit of a non-disturbance agreement that would be considered unacceptable to a subordination and attornment agreement. None of prudent institutional lenders, (r) all security deposits relating to the Leases contains any option reflected on the certified rent roll or other certification delivered to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents Lender have been assigned collected by Borrower; and (s) no brokerage commissions or pledged except to Lender, finders fees are due and no other Person has payable regarding any interest therein except the tenants thereunderLease.

Leases. The rent roll attached hereto as Schedule 8 (Section 2.10 of the "RENT ROLL") is true, complete Disclosure Letter contains a true and correct list of all leases (inclusive of all amendments) of all machinery, equipment and other tangible property leased to any Sellers which are used at or relate primarily to any Real Property (including all amendments and modifications thereto, the “Equipment Leases”), and all leases of any portion of each Real Property by any Seller to any third party other than a Resident (including all amendments and modifications thereto, the “Tenant Leases” and collectively with the Equipment Leases, the “Leases”) and the Property is not subject Sellers have provided to any Leases other than the Leases described in the Rent RollPurchasers true and current copies of such Leases. Except as set forth on the Rent Roll: (i) each 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 on or before 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 Effective Date under each Lease is the amount of fixed rent set forth in the Rent Roll, have been timely paid and there has not been and there is no claim ongoing issue or basis for dispute as to past rental payments; in each case, a claim by Seller is landlord under each Tenant Leases and none of the tenant thereunder for an adjustment Sellers, nor, to the rent; (v) to Borrowers' best Sellers’ knowledge, any other party to such Lease is in material default in any respect thereunder; no tenant Seller has made waived in writing, nor, to the Sellers’ knowledge, has any claim against the landlord under Seller otherwise waived or failed to enforce, any Lease which remains outstanding, there are no defaults on the part of the landlord rights or benefits under any Lease, ; and no event Seller has occurred knowledge or has received notice, oral or written, that there exists any occurrence, event, condition or act which, with upon the giving of notice or passage the lapse of time, time or both, would constitute such become a default; default by any Seller (vi) or, to Borrowers' best the Sellers’ knowledge, there is no present material default by the tenant any lessee or tenant) under any such Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8; (viii) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, 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 contains any option to purchase or right of first refusal 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. The rent roll attached hereto as Schedule 8 3 (the "RENT ROLL"“Rent Roll”) is is, to Borrower’s knowledge, true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll. Except To Borrower’s knowledge, 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 30 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) to Borrowers' best knowledge, 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 Borrowers' 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 3.83.8 hereof; (viii) Borrowers are Borrower is the sole owner of the entire lessor's ’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such the Borrower and the applicable tenant thereunder; thereunder and (x) to Borrowers' best knowledge, 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 contains any option to purchase or right of first refusal 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. (a) The FW Entities have delivered or made available true and complete copies of all Leases and guarantees of the obligations of the tenants thereunder, if any. The rent roll rolls attached hereto as Schedule 8 Exhibit 4.17(a) (the "RENT ROLLRent Rolls") is true), complete and correct and taken as a whole, are accurate in all material respects as of the Property is not subject to any Leases other than the Leases described date indicated therein. Except as disclosed in the Rent Roll. Except Rolls, and except to the extent not material to any individual Property, as set forth on of the date indicated in the Rent RollRolls: (i) each Lease is in full force and effecteffect with respect to the applicable Company Subsidiary and, to the Company's knowledge, with respect to the tenants under the Leases; (ii) neither the tenants under the Leases have accepted possession Company nor any Company Subsidiary has received any notice that it is in default (which has not been cured) of and are in occupancy any 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 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) to Borrowers' best knowledge, no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the its obligations as landlord under any Lease, and no event has occurred which, with to the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrowers' best knowledge, there Company's knowledge the applicable Company Subsidiary is no present not in material default by the tenant (which has not been cured) of its obligations as landlord under any Lease; (viiiii) all security deposits no tenant is in default in any material monetary obligation or any material non-monetary obligation under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8; (viii) Borrowers are the sole owner of the entire lessor's interest in each its Lease; (ixiv) each Lease is the validno rent has been paid by any tenant more than one month in advance and no security or other deposits or payment of last month's rent or similar amounts paid by tenants (collectively, binding and enforceable obligation of such Borrower and the applicable "Tenant Deposits") have been applied to perform tenant thereunderobligations; (xv) to Borrowers' best knowledge, no Person has any possessory interest in, or right to occupy, the Property except tenant under the terms each of the LeaseLeases is in actual possession of the leased premises; and (xivi) each Lease no tenant is subordinate entitled to the Loan Documentsany free rent, either pursuant to its terms abatement, unpaid tenant improvement or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase other cost reimbursement or right of first refusal to purchase the Property unpaid allowance, rebate, set-off 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.concession during the

Leases. The rent roll attached hereto as Schedule 8 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 "RENT ROLL"J. Xxxx Entities) where no Collateral included in the calculation of the Borrowing Base most recently delivered by the Borrower Representative to the Agent is trueor may be located or (b)(i) are either (1) being contested in good faith by appropriate proceedings or (2) the subject of a good faith, complete bona fide dispute related to the leased premises (including such payments and correct 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, 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 proceeding shall seek to stay any such termination and such relief shall have been granted by the relevant court, or (y) deem the 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 calculation of the Borrowing Base and the Property is not subject Borrowers shall deliver an updated Borrowing Base Certificate to any Leases other than the Leases described Agent demonstrating the exclusion of such Collateral)) and (B) the failure to so pay or perform under such lease, individually or in the Rent Roll. Except as set forth on aggregate with all other leases which are the Rent Roll: (i) each Lease is subject of a bona fide dispute, could not reasonably be expected to result in full force a Material Adverse Effect, and effect; (ii) the tenants under the Leases have accepted possession of and in any case, for which adequate reserves in accordance with GAAP 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 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 being maintained by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, 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 contains any option to purchase or right of first refusal 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 thereunderPerson.

Leases. The rent roll attached hereto as Schedule 8 (the "RENT ROLL"a) is Borrower represents and warrants to Lender that Borrower has delivered to Lender true, complete and correct and the Property is not subject to complete copies of all Leases (together with any Leases other than the Leases described in the Rent Roll. Except as set forth on the Rent Roll: and all amendments and modifications thereto) and that (i) Borrower is the sole owner of the entire lessor’s interest in the Leases; (ii) the Leases are valid, binding on each Lease is of the parties thereto, enforceable and in full force and effecteffect and have not been altered, modified or amended in any manner whatsoever except as disclosed to Lender in the rent roll attached to the Closing Certificate dated as of the date hereof executed and delivered by Borrower to Lender prior to or simultaneously with its execution and delivery to Lender of this Mortgage (the “Rent Roll”); (iiiii) there are no side letters or other arrangements, whether or not constituting an amendment to any Lease, for any tenant inducements such as rebates or reductions in the rental provided for in any of said Leases; (iv) neither the Leases nor the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated; (v) none of the Rents have been collected for more than one (1) month in advance; (vi) the execution and delivery of this Mortgage and of the Assignment of Leases and Rents (as such term is hereinafter defined) will not constitute an event of default under any of the Leases; (vii) the premises demised under the Leases have been completed and the tenants under the Leases have accepted the same and have taken possession of and are the same on a rent-paying basis except as explicitly identified on the Rent Roll; (viii) no tenant under any of the Leases is delinquent in occupancy of all of their respective demised premises, have commenced the payment of rent or is in default under any material provision of its Lease except as shown on the Leases, and Rent Roll; (ix) there are exist no offsets, claims offsets or defenses to the enforcement thereof; (iii) payment of any portion of the Rents, and all rents due and payable under of the obligations of the landlord pursuant to 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 Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunderfully performed; (x) to Borrowers' best knowledge, 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 contains any option to purchase or right of first offer or refusal or other right to purchase or acquire any portion of the Property or any part thereof. Neither ownership interest therein; (xi) except as disclosed in the Rent Roll no Lease contains any option, right of first offer or refusal, or other right to expand or reduce the premises demised thereunder, or to terminate the Lease or vacate the Property prior to the expiration of the term of such Lease (other than due to an event of condemnation or casualty) or any other similar provisions which adversely affect the Property or which might adversely affect the rights of Lender; and (xii) all tenants under the Leases nor are occupying their respective leased premises and are open for business as of the Rents have been assigned or pledged except to Lenderdate hereof, and no other Person has none of such tenants have given Borrower any interest therein except notice of intention to vacate the tenants thereunderleased premises prior to the expiration of their respective Lease terms.

Leases. Borrower covenants and agrees that it shall not enter into any Lease (i) affecting 6,000 square feet or more of the Property or (ii) having a term of five (5) years or more (inclusive of any renewals or extensions) (each, a “Major Lease”) without the prior written approval of Lender, which approval shall not be unreasonably withheld. The rent roll attached hereto request for approval of each such proposed new Lease shall be made to Lender in writing and shall state that, pursuant to the terms of this Mortgage, failure to approve or disapprove such proposed Lease within fifteen (15) business days is deemed approval and Borrower shall furnish to Lender (and any loan servicer specified from time to time by Lender): (i) such biographical and financial information about the proposed Tenant as Schedule 8 Lender may reasonably require in conjunction with its review, (ii) a copy of the "RENT ROLL"proposed form of Lease, and (iii) is truea summary of the material terms of such proposed Lease (including, complete and correct without limitation, rental terms and the Property term of the proposed lease and any options). It is not subject acknowledged that Lender intends to include among its criteria for approval of any Leases other than such proposed Lease the Leases described in the Rent Roll. Except as set forth on the Rent Rollfollowing: (i) each such Lease is in full force and effectshall be with a bona-fide arm’s-length Tenant; (ii) such Lease shall not contain any rental or other concessions which are not then customary and reasonable for similar properties and Leases in the tenants under market area of 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 thereofPremises; (iii) all rents due and payable under such Lease shall provide that the Leases have been paid and no portion thereof has been paid Tenant pays for any period more than 30 days in advanceits expenses; (iv) the rent payable under each Lease is rental shall be at least at the amount of fixed rent set forth market rate then prevailing for similar properties and leases in the Rent Roll, market areas of the Premises; and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledge, no tenant has made any claim against the landlord under any such 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, 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 shall contain subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except provisions in form and content reasonably acceptable to Lender. Failure of Lender to approve or disapprove any such proposed Lease within fifteen (15) business days after receipt of such written request and all the documents and information required to be furnished to Lender with such request shall be deemed approval, and no other Person has any interest therein except provided that the tenants thereunderwritten request for approval specifically mentioned the same.

Leases. The rent roll attached hereto as Schedule 8 3 (the "RENT ROLL"“Rent Roll”) is true, complete and correct in all material respects and the Property is Borrower has not subject to entered into any Leases leases other than the Leases described in the Rent Roll. Except as set forth on the Rent RollRoll or otherwise disclosed to Lender in writing: (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 (except as set forth on Schedule 4.16) and no portion thereof has been paid for any period more than 30 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) to Borrowers' best knowledge, 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 Borrowers' best Borrower’s 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 3.83.7; (viii) Borrowers are Borrower is the sole owner of the entire lessor's ’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such the Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Major Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged by Borrowers except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. The Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule 8 (the "RENT ROLL") I is true, complete and correct in all material respects and the Property is not subject to any Leases other than the Leases described in Schedule I, (b) the Rent Roll. Except as set forth Leases identified on the Rent Roll: (i) each Lease is Schedule I are in full force and effect; effect and there are no defaults under any Major Leases by either party, (iic) there are no defaults under any non-Major Leases by either party that, individually or in the aggregate, could be reasonably expected to have a Material Adverse Effect, (d) the tenants under copies of the Leases have accepted possession of delivered to Lender are true and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leasescomplete, and there are no offsetsoral agreements with respect thereto, claims or defenses to the enforcement thereof; (iiie) all rents due and payable under the Leases have been paid and no portion thereof Rent (including security deposits) has been paid for any period more than 30 days one (1) month in advance; advance of its due date (ivother than security deposits, percentage rents, escalation and estimated payments of taxes, insurance premiums and operating expenses payable by Tenants pursuant to the terms and provisions of their respective Leases), (f) the rent payable all work to be performed by Borrower under each Lease is the amount of fixed rent set forth in the Rent Roll, has been performed as required and there is no claim or basis for a claim has been accepted by the tenant thereunder for an adjustment 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 and each Tenant Letter of Credit are being held in accordance with applicable Legal Requirements, (i) neither the rentlandlord nor any Tenant is in default under any of the Leases; (vj) Borrower has no knowledge of any notice of termination or default with respect to Borrowers' best knowledge, 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 Borrowers' best knowledge, there is no present material default by the tenant under any Lease; (viik) all security deposits under Leases are as set forth on Borrower has not assigned or pledged any of the Rent Roll and are held consistent with Section 3.8Leases, the rents, any Tenant Letter of Credit, or any interests therein except to Lender; (viiil) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, no Person Tenant or other party 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 contains any an option to purchase or right of first refusal or offer, to purchase the Property all or any part thereofportion of the Property; (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 Mortgage either pursuant to their terms or a recorded subordination agreement; and (p) as of the Closing Date, the only Tenant Letters of Credit are those described in Schedule VIII attached hereto. Neither The term “Lease” as used in this Section 3.1.22 shall be limited to tenant leases and does not include subleases, licenses, concession agreements or other agreements otherwise included in the Leases nor definition of the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderterm “Lease” contained in Section 1.1 hereof.

Leases. The rent roll attached hereto To the best of Borrower’s knowledge after due inquiry and except as set forth on Schedule 8 I, (the "RENT ROLL"a) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in Schedule I attached hereto and made a part hereof and the Rent Roll. Except as set forth on Hotel Operating Lease, (b) Hotel Owner is the Rent Roll: owner and lessor of landlord’s interest in the Hotel Operating Lease and Hotel Operator is the lessor under all other Leases, (ic) each Lease is no Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases, (d) the current Leases are 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, effect and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due defaults thereunder by either party 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 Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledge, 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 whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute such a default; defaults thereunder, (vie) no Rent has been paid more than one (1) month in advance of its due date, (f) all work to Borrowers' best knowledge, there is no present material default be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any tenant has already been received by such tenant, (g) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect, (h) no tenant listed on Schedule I has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises, (i) no 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) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, no Person has any possessory interest in, a right or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either option pursuant to its terms such Lease or pursuant to a subordination and attornment agreement. None of the Leases contains any option otherwise to purchase or right of first refusal to purchase the Property all or any part thereof. Neither of the Leases nor leased premises or the Rents have been assigned or pledged except to Lenderbuilding of which the leased premises are a part, and (j) no other Person tenant under any Lease has any interest therein right or option for additional space in the Improvements except for rights expressly set forth in the tenants thereunderapplicable Lease.

Leases. The (a) Except as disclosed in the rent roll attached hereto as Schedule 8 (the "RENT ROLL") is true, complete and correct and for the Property is not subject delivered to any Leases other than and approved by Xxxxxx in writing prior to the Leases described in the Rent Roll. Except as set forth on the Rent Roll: date hereof, (i) each Lease Borrower 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 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) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in the Leases; (ii) the Leases are valid and enforceable and in full force and effect; (iii) all of the Leases are arms-length agreements with bona fide, independent third parties; (iv) no party under any Lease is in default; (v) all Rents due have been paid in full; (vi) the terms of all alterations, modifications and amendments to the Leases are reflected in the certified occupancy statement delivered to and approved by Lender; (vii) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated; (viii) none of the Rents have been collected for more than one (1) month in advance (except a security deposit shall not be deemed rent collected in advance); (ix) the premises demised under the Leases have been completed and the tenants under the Leases have accepted the same and have taken possession of the same on a rent-paying basis; (x) there exist no offsets or defenses to the payment of any portion of the Rents and Borrower has no monetary obligation to any tenant under any Lease; (xi) Borrower has received no notice from any tenant challenging the validity or enforceability of any Lease; (xii) there are no agreements with the tenants under the Leases other than expressly set forth in each Lease; (ixxiii) each Lease is the valid, binding Leases are valid and enforceable obligation of such against Borrower and the applicable tenant thereundertenants set forth therein; (xxiv) no Lease contains an option to Borrowers' best knowledgepurchase, right of first refusal to purchase, or any other similar provision; (xv) no Person person or entity has any possessory interest in, or right to occupy, the Property except under the terms of the and pursuant to a Lease; and (xixvi) each Lease is subordinate to the Loan Documentsthis Security Instrument, either pursuant to its terms or pursuant a recordable subordination agreement; (xvii) no Lease has the benefit of a non-disturbance agreement that would be considered unacceptable to a subordination and attornment agreement. None of prudent institutional lenders, (xviii) all security deposits relating to the Leases contains any option reflected on the certified rent roll delivered to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents Lender have been assigned collected by Xxxxxxxx; and (xix) no brokerage commissions or pledged except to Lender, finders fees are due and no other Person has payable regarding any interest therein except the tenants thereunderLease.

Leases. The rent roll attached hereto as Schedule 8 3 (the "RENT ROLLRent Roll") is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll. 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 30 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) to Borrowers' best knowledge, no tenant has made any claim against the landlord O 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 Borrowers' 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 3.83.8 hereof; (viii) Borrowers are Borrower is the sole owner of the entire lessor's interest in each Lease; (ix) to the best of Borrower's knowledge, each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, 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; (xii) all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable tenant under such Lease; (xiii) 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 under any Lease has already been received by such tenant; (xiv) no tenant under any Lease (or any sublease) is an Affiliate of Borrower; (xv) all tenants under the Leases are open for business and paying full, unabated rent; (xvi) there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, 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; (xvii) no tenant under any Lease has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises; (xviii) no tenant under any Lease has any right or option for additional space in the Improvements; and (xix) each tenant under a Material Lease is free from bankruptcy or reorganization proceedings. The copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto. None of the Leases contains any option to purchase or right of first refusal 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. The Except as disclosed in the rent roll attached hereto as Schedule 8 (the "RENT ROLL") is true, complete and correct and for the Property delivered to and approved by Lender, (a) Borrower is not subject to any Leases other than the Leases described in the Rent Roll. 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 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) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in the Leases; (b) the Leases are valid and enforceable and in full force and effect; (c) all of the Leases are arms-length agreements with bona fide, independent third parties; (d) no party under any Lease is in default; (e) all Rents due have been paid in full; (f) the terms of all alterations, modifications and amendments to the Leases are reflected in the certified occupancy statement delivered to and approved by Lender; (g) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated; (h) none of the Rents have been collected for more than one (1) month in advance (except a security deposit shall not be deemed rent collected in advance); (i) the premises demised under the Leases have been completed in accordance with the Leases, and the tenants under the Leases have accepted the same and have taken possession of the same on a rent-paying basis; (j) there exist no offsets or defenses to the payment of any portion of the Rents and Borrower has no monetary obligation to any tenant under any Lease; (k) Borrower has received no notice from any tenant challenging the validity or enforceability of any Lease; (l) there are no agreements with the tenants under the Leases other than expressly set forth in each Lease; (ixm) each Lease is the valid, binding Leases are valid and enforceable obligation of such against Borrower and the applicable tenant thereundertenants set forth therein; (xn) no Lease contains an option to Borrowers' best knowledgepurchase, right of first refusal to purchase, right of first refusal to relet, or any other similar provision; (o) no Person person or entity has any possessory interest in, or right to occupy, the Property except under the terms of the and pursuant to a Lease; and (xip) each Lease is subordinate to the Loan Documentsthis Security Instrument, either pursuant to its terms or pursuant a recordable subordination agreement; (q) no Lease has the benefit of a non-disturbance agreement that would be considered unacceptable to a subordination and attornment agreement. None of prudent institutional lenders; (r) all security deposits relating to the Leases contains any option reflected on the certified rent roll delivered to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents Lender have been assigned collected by Borrower; and (s) no brokerage commissions or pledged except to Lender, finders fees are due and no other Person has payable regarding any interest therein except the tenants thereunderLease.

Leases. The rent roll attached hereto as Schedule 8 (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. Except as set forth on the Rent RollRoll or tenant estoppel certificates delivered to Lender prior to the date hereof: (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 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) to Borrowers' Borrower's best knowledge, 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 Borrowers' 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) Borrowers are 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 such Borrower and the applicable tenant thereunder; (x) to Borrowers' Borrower's best knowledge, 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 contains any option to purchase or right of first refusal 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. The Borrower has delivered to Lender a true, correct and complete rent roll attached hereto as Schedule 8 for the Property (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”), which includes all Leases affecting the Property. Except as set forth on the Rent Roll: (i) to the best of 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 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 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) to Borrowers' best knowledge, no tenant has made any claim against the landlord under any Lease which remains outstanding, to the best of Borrower’s knowledge, 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 Borrowers' 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; Roll, (viii) Borrowers are Borrower is the sole owner of the entire lessor's ’s interest in each Lease; , (ix) each Lease is the valid, binding and enforceable obligation of such the Borrower and and, to the best of Borrower’s knowledge, the applicable tenant thereunder; , (x) to Borrowers' best knowledge, no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; , and (xi) to the best of Borrower’s knowledge, 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 contains any option to purchase or right of first refusal 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. The rent roll attached hereto as Schedule 8 (With respect to the "RENT ROLL") is true, complete assignment of Leases and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll. Except as Rents set forth on the Rent Roll: in Article 7 below, Mortgagor represents that (i) each it has listed such Lease in the Schedule of Material Contracts attached to the Credit Agreement; (ii) as of the date hereof, Mortgagor is not, in the capacity of lessor, a party to any other lease, whether written or oral, or any agreement for the use and occupancy of any of the Mortgaged Property as of the date hereof, except as heretofore disclosed in writing by Mortgagor to Mortgagee; (iii) the Leases are valid, binding and in full force and effect; (ii) the tenants under the Leases effect and have accepted possession of and are not been amended or modified, except as heretofore disclosed 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 writing by Mortgagor 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 30 days in advanceMortgagee; (iv) the rent payable under each Lease Mortgagor is the amount sole owner of fixed rent set forth the lessor’s interest in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rentLeases; (v) except for any Permitted Encumbrances, Mortgagor has not executed any other assignment or pledge of any of the Leases or Rents or performed any other act or executed any other instrument which might prejudice Mortgagee’s rights hereunder; (vi) to Borrowers' the best of Mortgagor’s knowledge, no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults material default exists on the part of any lessee, or on the landlord under any Leasepart of Mortgagor, and as lessor, in the performance of the terms, covenants, provisions, conditions or agreements contained in the Leases; (vii) Mortgagor knows of no event has occurred condition which, with the giving of notice or the passage of time, time or both, would constitute such a default; (vi) to Borrowers' best knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under of the Leases are as set forth on the Rent Roll and are held consistent with Section 3.8part of any lessee or Mortgagor, as lessor, except as heretofore disclosed in writing by Mortgagor to Mortgagee; (viii) Borrowers are the sole owner of the entire lessor's interest no rent has been paid by any lessee for more than one installment in each Leaseadvance; and (ix) each Lease is the valid, binding and enforceable obligation payment of such Borrower and none of the applicable tenant thereunder; (x) Rents to Borrowers' best knowledge, no Person has any possessory interest in, or right to occupy, the Property except accrue under the terms of the Lease; and (xi) each Lease is subordinate Leases has been or will be waived, released, reduced, discounted or otherwise discharged or compromised by Mortgagor, except as heretofore disclosed in writing by Mortgagor to Mortgagee. Notwithstanding anything to the Loan Documentscontrary contained in this Mortgage, either pursuant Mortgagor shall not be deemed to be in default of its terms obligations under this Mortgage as a result of any breach of any representation and warranty set forth in clauses (i) through (ix), inclusive, of this Section 3.4, if such breach individually or pursuant in the aggregate, could not reasonably be expected to result in a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal 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 thereunderMaterial Adverse Effect.

Leases. The rent roll attached hereto as Schedule 8 (To Borrower’s knowledge, the "RENT ROLL") is true, complete and correct and the Property is Properties are not subject to any Leases other than (a) the Leases described in Schedule XIV attached hereto and made a part hereof and (b) Leases of less than 5,000 square feet. Operating Lessee is the Rent Rollowner and lessor of landlord’s interest in the Leases. Except as set forth on the Rent Roll: To Borrower’s knowledge (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 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) to Borrowers' best knowledge, 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 exception of notice or passage of time, or both, would constitute such a default; (vi) to Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledgehotel guests, no Person has any possessory interest in, in any Individual Property or right to occupy, occupy the Property same except under and pursuant to the terms provisions of the Lease; Leases, (ii) the current Leases are in full force and effect, (iii) no Rent (including security deposits) has been paid more than one (1) month in advance of its due date and (xiiv) all work to be performed by Mortgage Borrower or Operating Lessee under each Lease is subordinate 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 the Loan Documentsbe given by Mortgage Borrower and/or Operating Lessee to any tenant has already been received by such tenant. To Borrower’s knowledge (A) except for those tenants listed in Schedule XIV, either no tenant under any Lease has a right or option pursuant to its terms such Lease or pursuant to a subordination and attornment agreement. None of the Leases contains any option otherwise to purchase or right of first refusal to purchase the Property all or any part thereof. Neither of the Leases nor leased premises or the Rents building of which the leased premises are a part and (B) no Hazardous Substances have been assigned disposed, stored or pledged except treated by any tenant under any Lease on or about the leased premises nor does Borrower have any knowledge of any tenant’s intention to Lenderuse its leased premises for any activity which, and no other Person has directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any interest therein except the tenants thereunderpetroleum product or any toxic or hazardous chemical, material, substance or waste.

Leases. The rent roll attached hereto as Schedule 8 3 (the "RENT ROLL"“Rent Roll”) is is, to Borrower’s knowledge, true, complete and correct in all material respects and the Property is not subject to any Leases other than the Leases described in the Rent Roll. Except To Borrower’s knowledge, 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 30 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) to Borrowers' best Borrower’s knowledge, 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 Borrowers' 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 3.83.8 hereof; (viii) Borrowers are Borrower is the sole owner of the entire lessor's ’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such the Borrower and the applicable tenant thereunder; thereunder and (x) to Borrowers' best knowledge, 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 contains any option to purchase or right of first refusal 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. The Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule 8 (the "RENT ROLL") 3.1.22 is true, correct and complete and correct and the Property is not subject to any Leases other than the Leases described in Ionis Lease, (b) the Rent Roll. Except as set forth on the Rent Roll: (i) each Ionis 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, effect and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due defaults thereunder by any party thereto 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 Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledge, 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 whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute such a default; defaults thereunder by any party thereto, (vic) the copies of the Leases delivered to Borrowers' best knowledgeLender are true, correct and complete, and there is are no present material default oral agreements with respect thereto, (d) no Rent (including security or other deposits) has been paid more than one (1) month in advance of its due date, (e) all work to be performed by the tenant landlord under each Lease has been performed as required and has been accepted by the applicable Tenant, (f) any Lease; 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 has already been received by such Tenant, (viig) all security or other deposits under are being held in accordance with the applicable Leases are as set forth on the Rent Roll and are held consistent all applicable Legal Requirements, (h) Borrower has no knowledge of any notice of termination or default with Section 3.8; respect to any Lease, (viiii) Borrowers are the sole owner Borrower has not assigned or pledged any of the entire lessor's Leases, the rents or any interest in each Lease; therein except to Lender, (ixj) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, no Tenant or other Person has any possessory interest inan option, 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 contains any option to purchase or right of first refusal or offer or any other preferential right to purchase the Property all or any part thereof. Neither portion of, or interest in, the Leases nor Property, (k) no Tenant has any right or option for additional space in the Rents 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) to Borrower’s knowledge, no Hazardous Substances have been assigned disposed, stored or pledged except treated by any Tenant on, under or about the Property, other than in compliance with all Legal Requirements and Environmental Laws, (o) Borrower does not have any knowledge of any Tenant’s intention to Lenderuse its leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any petroleum product or any other Hazardous Substances, other than in compliance with all legal requirements and Environmental Laws, and no other Person has any interest therein except (p) all existing Leases are subordinate to the tenants thereunderSecurity Instrument either pursuant to their terms or a recorded subordination agreement. Borrower acknowledges and agrees that the Ionis Lease is a “true lease” and does not represent a financing arrangement and Borrower covenants and agrees that it will reflect the Ionis Lease in all applicable books, records and reports in a manner consistent with true lease treatment.

Leases. The rent roll attached hereto as Schedule 8 3 together with the schedules and the exhibits attached to such rent roll (collectively, the "RENT ROLL"“Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent RollRoll and those additional Leases (if any) on Schedule 2 attached hereto and any existing subleases thereunder. Except as set forth on No Person has any possessory interest in the Rent Roll: Property or right to occupy the same except under and pursuant to the provisions of the Leases (and any existing subleases thereunder). As of the date hereof (i) Owner is the owner and holder of the landlord’s interest under each Lease; (ii) there are no prior assignments of the landlord’s interest by Owner (and to Borrower’s knowledge any prior landlord) in any Lease or any portion of Rents which are presently 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, the Leases have not been further modified or amended, except as disclosed to Lender in writing on or prior to the date hereof; (iv) each Lease is in full force and effect; (iiv) 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 30 days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in except as disclosed on the Rent RollRoll or in any tenant estoppels delivered to Senior Lender in connection with the Loan and which are dated within 60 days of the date hereof (collectively, and there is no claim or basis for a claim by the tenant thereunder for an adjustment “Tenant Estoppels”), neither Owner nor, to the rent; (v) to Borrowers' best Borrower’s knowledge, no any tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part is in default under any of the landlord under any material terms, covenants or provisions of the Lease, and and, except as disclosed to Lender in writing or in any Tenant Estoppels, Borrower knows of no event has occurred which, with but for the passage of time or the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrowers' best knowledge, there is no present material an event of default by the tenant under any Lease; (vi) except as expressly set forth in the Leases, the Tenant Estoppels or on the Rent Roll, there are no offsets or defenses to the payment of any portion of the Rents; and (vii) all security deposits under Leases are except as set forth disclosed on the Rent Roll or in any Tenant Estoppel, all Rents due and are held consistent with Section 3.8; (viii) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) payable under each Lease is the validhave been paid in full and, binding except for estimated payments of operating expenses and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledgetaxes made by tenants in accordance with their Leases, 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 contains any option to purchase or right of first refusal 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 paid more than one (1) month in advance of the tenants thereunderdue dates thereof.

Leases. The rent roll To each Borrower’s actual knowledge after due inquiry and except as set forth on Schedule X attached hereto or as Schedule 8 otherwise disclosed in the estoppel certificates delivered to Lender in connection with the closing of the Loan, (a) the "RENT ROLL") is true, complete and correct and the Property is Properties are not subject to any Leases other than the HRHI Lease and the other Leases described in the Rent Roll. Except as set forth on the Rent Roll: said Schedule X, (ib) each Borrower is the owner and lessor of the landlord’s interest in each such Lease is affecting its Property, (c) no Person has any possessory interest in any Property or any right to occupy the same except under and pursuant to the provisions of such Leases, (d) all commercial Leases are 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, effect and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due material defaults thereunder by either party 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 Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledge, 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 whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute such a default; material defaults thereunder, (vie) the copies of the commercial Leases delivered to Borrowers' best knowledgeLender are true and complete, and there is are no present material default oral agreements with respect thereto, (f) no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (g) all work to be performed by the landlord under each Lease has been performed as required in such Lease 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 any Borrower to any tenant has already been received by such tenant, (h) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect, (i) no commercial tenant listed on Schedule X has assigned its Lease or sublet all or any portion of the premises demised thereby, no such commercial tenant holds its leased premises under assignment or sublease, nor does anyone except such commercial tenant and its employees occupy such leased premises, (j) no 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) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, no Person has any possessory interest in, a right or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either option pursuant to its terms such Lease or pursuant to a subordination and attornment agreement. None of the Leases contains any option otherwise to purchase or right of first refusal to purchase the Property all or any part thereof. Neither of the Leases nor Property of which the Rents have been assigned or pledged except to Lenderleased premises are a part, and (k) no other Person tenant under any Lease has any interest therein except right or option for additional space in the tenants thereunderImprovements.

Leases. The (A) No rent roll attached hereto as Schedule 8 (the "RENT ROLL") is true, complete and correct and has been paid by any tenant or occupant of the Property more than thirty (30) days in advance (except as adjusted in the Closing Statement), (B) to the Stockholder's knowledge, neither any tenant nor the Company is in default in the performance of any material covenant, agreement or condition contained in any of the Leases, (C) neither the Stockholder nor the Company has received written notice from any tenant regarding pending or threatened material offsets against rent or for any material monetary or material claim against the Company and no future rent concessions have been created which are not subject to any Leases other than disclosed in the Leases described in Leases, the Rent Roll. Except as set forth , Tenant Estoppels or the Exhibits hereto, (D) to the Stockholder's knowledge, any and all construction and improvements that were required to be performed by the Company under any Lease have been fully completed and accepted by each tenant, except under the Leases and the Contracts designated with an asterisk in Exhibit R-C, and all leasing commissions payable on account of any of the Rent Roll: Leases have been fully paid, except those which may become due in connection with the extension or renewal of any Lease or in connection with the exercise by any tenant of any expansion or extension option contained in any of the Leases, (iE) each Lease is to the Stockholder's knowledge, the Leases are in full force and effect; effect and (iiF) the tenants attached hereto as Exhibit R-H is a true and complete list of all security deposits posted under the Leases have accepted possession of and are in occupancy of all of their respective demised premisestogether with interest, have commenced the payment of rent under the Leasesif any, and there are no offsets, claims or defenses accrued thereon to the enforcement thereof; (iiiClosing Date. The representations and warranties made in this Subsection 3.05(a)(iv) 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 shall be deemed withdrawn as to each Lease is for which Sub receives a Tenant Estoppel on or before 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) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, 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 contains any option to purchase or right of first refusal 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 thereunderClosing.

Leases. The rent roll attached hereto as Schedule 8 II (the "RENT ROLL"“Rent Roll”) is true, complete and correct in all material respects as of the date hereof and the Property is not subject to any Leases other than the Leases described in the Rent Roll. Except as set forth on (x) the Rent Roll, or (y) the tenant estoppels, accounts receivable schedule, “dark space” summary reports, subtenant summary reports, or security deposit reports actually delivered to Lender in writing by Borrower prior to the Closing Date: (ia) each Lease is in full force and effect; (iib) the tenants Tenants under the Leases have accepted possession of and are in occupancy (and have not exercised any right of “going dark” under the applicable Lease) 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; (iiic) 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; (ivd) 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 Tenant thereunder for an adjustment to the rent; (ve) to Borrowers' best knowledge, no tenant 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; (vif) to Borrowers' best Borrower’s knowledge, there is no present material default by the tenant Tenant under any Lease; (viig) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.85.1.21; (viiih) Borrowers are Borrower is the sole owner of the entire lessor's ’s interest in each Lease; (ixi) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant Tenant thereunder; (xj) to Borrowers' best knowledge, no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xik) 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 contains any option to purchase or right of first refusal 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 Tenants thereunder.

Leases. The Except as disclosed in the rent roll attached hereto as Schedule 8 (the "RENT ROLL") is true, complete and correct and for the Property delivered to and approved by Lender, (a) Borrower is not subject to any Leases other than the Leases described in the Rent Roll. 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 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) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in the Leases; (b) the Leases are valid and enforceable; (c) the current terms of the Leases including all effective alterations, modifications and amendments to the Leases are reflected in the certified rent roll delivered to and approved by Lender; (d) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated (except to Lender); (e) none of the Rents have been collected for more than one (1) month in advance (except a security deposit shall not be deemed rent collected in advance); (f) 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 a rent-paying basis; (g) there exist no offsets or defenses to the payment of any portion of the Rents; (h) Borrower has received no notice from any tenant challenging the validity or enforceability of any Lease; (i) there are no agreements with the tenants under the Leases other than expressly set forth in each Lease; (ixj) each Lease is the valid, binding Leases are valid and enforceable obligation of such against Borrower and the applicable tenant thereundertenants set forth therein; (xk) no Lease contains an option to Borrowers' best knowledgepurchase, right of first refusal to purchase, or any other similar provision; (l) no Person person or entity has any possessory interest in, or right to occupy, the Property except under the terms of the and pursuant to a Lease; and (xim) each Lease (other than a Residential Lease, as defined in the Assignment of Leases and Rents of even date herewith) is subordinate to the Loan Documentsthis Security Instrument, either pursuant to its terms or pursuant a recorded subordination agreement; (n) no Lease has the benefit of a non-disturbance agreement that would be considered unacceptable to a subordination prudent institutional lenders; and attornment agreement. None of the Leases contains (o) no brokerage commissions or finders fees are due and payable regarding any option to purchase or right of first refusal 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 thereunderLease.

Leases. The Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule 8 (the "RENT ROLL") I is true, complete and correct and the Property is not subject to any Leases other than the Leases described in Schedule I, (b) the Rent Roll. Except as set forth Leases identified on the Rent Roll: (i) each Lease is Schedule I are in full force and effect; effect and there are no defaults thereunder by either party except as otherwise set forth in an estoppel certificate executed by the applicable Tenant delivered to Lender prior to the date hereof, (iic) the tenants under copies of the Leases have accepted possession of delivered to Lender are true and are complete in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leasesmaterial respects, and there are no offsets, claims or defenses oral agreements with respect thereto except as otherwise set forth in an estoppel certificate executed by the applicable Tenant delivered to Lender prior to the enforcement thereof; date hereof, (iiid) all rents due and payable under the Leases have been paid and no portion thereof Rent (including security deposits) has been paid for any period more than 30 days one (1) month in advance; advance of its due date except as otherwise set forth in an estoppel certificate executed by the applicable Tenant delivered to Lender prior to the date hereof, (ive) the rent payable all work to be performed by Borrower under each Lease is has been performed as required and has been accepted by the amount of fixed rent applicable Tenant except as otherwise set forth in the Rent Roll, and there is no claim or basis for a claim an estoppel certificate executed by the tenant thereunder for an adjustment applicable Tenant delivered to Lender prior to the date hereof, (f) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant has already been received by such Tenant except as otherwise set forth in an estoppel certificate executed by the applicable Tenant delivered to Lender prior to the date hereof, (g) all security deposits are being held in accordance with Legal Requirements, (h) neither the landlord nor any Tenant is in default under any of the Leases except as otherwise set forth in an estoppel certificate executed by the applicable Tenant delivered to Lender prior to the date hereof; (vi) Borrower has no knowledge of any notice of termination or default with respect to Borrowers' best knowledge, 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 Borrowers' best knowledge, there is no present material default by the tenant under any Lease; (viij) all security deposits under Leases are as set forth on Borrower has not assigned or pledged any of the Rent Roll and are held consistent with Section 3.8Leases, the rents or any interests therein except to Lender; (viiik) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, no Person Tenant or other party 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 contains any an option to purchase or right of first refusal or offer, to purchase all or any portion of the Property (other than the Stop and Shop Lease, which right of first refusal has been waived by Stop and Shop pursuant to that certain Notice of Waiver of Right of First Refusal dated October 28, 2004); (l) no Tenant has the right to terminate its Lease prior to expiration of the stated term of such Lease; and (m) all existing Leases are subordinate to the Mortgage either pursuant to their terms or any part thereof. Neither the Leases nor the Rents have been assigned a recordable subordination agreement delivered concurrently herewith, or pledged except to delivered hereafter as approved by Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. The Except as disclosed in the rent roll attached hereto as Schedule 8 (the "RENT ROLL") is true, complete and correct and for the Property delivered to and approved by Lender, (a) Borrower is not subject to any Leases other than the Leases described in the Rent Roll. 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 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) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in the Leases; (b) the Leases are valid and enforceable; (c) the terms of all alterations, modifications and amendments to the Leases are reflected in the certified rent roll delivered to and approved by Lender; (d) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated (except to Lender); (e) none of the Rents have been collected for more than one (1) month in advance (provided that a security deposit shall not be deemed rent collected in advance); (f) 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 a rent-paying basis; (g) there exist no offsets or defenses to the payment of any portion of the Rents; (h) Borrower has received no notice from any tenant challenging the validity or enforceability of any Lease; (i) there are no agreements with the tenants under the Leases other than expressly set forth in each Lease; (ixj) each Lease is the valid, binding Leases are valid and enforceable obligation of such against Borrower and the applicable tenant thereundertenants set forth therein; (xk) no Lease contains an option to Borrowers' best knowledgepurchase, right of first refusal to purchase, or any other similar provision; (l) no Person person or entity has any possessory interest in, or right to occupy, the Property except under the terms of the and pursuant to a Lease; and (xim) each Lease (other than a residential Lease) is subordinate to the Loan Documentsthis Security Instrument, either pursuant to its terms or pursuant a recorded subordination agreement; (n) no Lease has the benefit of a non-disturbance agreement that would be considered unacceptable to a subordination prudent institutional lenders; and attornment agreement. None of the Leases contains (o) no brokerage commissions or finders fees are due and payable regarding any option to purchase or right of first refusal 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 thereunderLease.

Leases. The Except as disclosed in the certified rent roll attached hereto as Schedule 8 (the "RENT ROLL") is true, complete and correct and for the Property delivered to and approved by Lender, (a) Borrower is not subject to any Leases other than the Leases described in the Rent Roll. 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 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) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in the Leases; (b) the Leases are valid and enforceable; (c) the terms of all alterations, modifications and amendments to the Leases are reflected in the certified rent roll delivered to and approved by Lender; (d) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated (except to Lender); (e) none of the Rents have been collected for more than one (1) month in advance other than minor operating expense advances subject to adjustment within a year (provided that a security deposit shall not be deemed rent collected in advance); (f) 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 a rent-paying basis; (g) to the best of its knowledge and belief, there exist no offsets or defenses to the payment of any portion of the Rents; (h) Borrower has received no notice from any tenant challenging the validity or enforceability of any Lease; (i) all payments due under the Leases are current and are consistent with the certified rent roll for the Property delivered to and approved by Lender; (j) to the best of its knowledge and belief, no tenant under any Lease is in default thereunder, or is a debtor in any bankruptcy, reorganization, insolvency or similar proceeding, or has demonstrated a history of payment problems which suggest financial difficulty; (k) there are no agreements with the tenants under the Leases other than expressly set forth in each Lease; (ixl) each Lease is the valid, binding Leases are valid and enforceable obligation of such against Borrower and the applicable tenant thereundertenants set forth therein; (xm) no Lease contains an option to Borrowers' best knowledgepurchase, right of first refusal to purchase, or any other similar provision; (n) no Person person or entity has any possessory interest in, or right to occupy, the Property except under the terms of the and pursuant to a Lease; and (xio) each Lease (other than a residential Lease) is subordinate to the Loan Documentsthis Security Instrument, either pursuant to its terms or pursuant to a recorded subordination agreement; and attornment agreement. None of the Leases contains (p) no brokerage commissions or finders fees are due and payable regarding any option to purchase or right of first refusal 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 thereunderLease.

Leases. The All leases, licenses and other agreements with regard to the ------ occupancy of the Projects, including patient and resident care agreements and service agreements which include an occupancy agreement, including the Operator Leases ("LEASES"), shall be in form and substance reasonably acceptable to Lender; provided Borrowers need not seek Lender's approval for any new Qualified Non-Residential Lease entered into hereafter. Borrowers shall cause each Operator to submit for Lender's approval a copy of the form of residential Lease each Operator proposes to utilize at its Project(s), and all residential Leases entered into after the Closing Date shall be on forms reasonably approved by Lender without material modification. Lender must approve all non-residential Leases of any part of any Project; provided, however, Lender's approval shall not be required for (but the applicable Borrower shall cause the applicable Operator to provide Lender with a copy of) the execution, amendment, surrender or termination of any Lease of non-residential space with an occupant thereof which provides for market rentals and otherwise contains market terms and provisions, so long as such Lease is not entered into with Guarantor or any of its or any Borrower's Affiliates, does not have a term (including extension options in favor of lessee) in excess of two (2) years and will not (in Lender's reasonable estimation) account for Twenty-Five Thousand and No/100 Dollars ($25,000.00) or more of gross revenue from the applicable Project in any one (1) year period (a "QUALIFIED NON-RESIDENTIAL LEASE"). On the Closing Date, Borrowers shall deliver to Lender a rent roll attached hereto as Schedule 8 (showing all existing Leases. On the "RENT ROLL") is trueClosing Date, complete and correct and the Property is not subject to any all existing Leases other than the Leases described in the Rent Roll. Except as set forth on the Rent Roll: (i) each Lease is shall be in full force and effect; (ii) effect and Borrowers shall submit a revised and recertified rent roll for the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premisesProjects. If any non-residential leases, have commenced the payment of rent under the other than Qualified Non-Residential Leases, exist or are hereafter entered into with respect to any Project, each tenant thereunder shall execute and there are no offsets, claims or defenses deliver to Lender prior to the enforcement thereof; (iii) all rents due Closing or prior to execution thereof by a Borrower or an Operator, as applicable, a Subordination and payable under the Leases have been paid and no portion thereof has been paid for any period more than 30 days Attornment Agreement 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) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, 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 contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except form acceptable to Lender, and no other Person has any interest therein except the tenants thereunderif requested by Lender. 3.7.

Leases. The rent roll attached hereto (a) Grantor hereby represents and warrants that, as Schedule 8 (of 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. Except as set forth on the Rent RollEffective Date: (i) each Lease Operator is the lessor under all Major Leases (except with respect to the Operating Lease, under which the Operator is the lessee); (ii) to the best of Grantor's knowledge, no Person (other than hotel guests or with respect to Permitted Liens) has any possessory interest in any Property or right to occupy the same except under and pursuant to the provisions of the Leases, Major Leases and the Management Agreement; (iii) to the best of Grantor's knowledge, the Major Leases are in full force and effect; (ii) the tenants effect and there are no material defaults by Grantor or any Tenant 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 Leasesany Major Lease, 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 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) to Borrowers' best knowledge, 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 whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute such a default; (vi) to Borrowers' best knowledge, there is no present material default by the tenant defaults under any Major Lease; (viiiv) with respect to each Major Lease, to the best of Grantor's knowledge, (u) no Rent has been paid more than one (1) month in advance of its due date, (v) there are no offsets or defenses to the payment of any portion of the Rents, (w) all security deposits work to be performed by Grantor under Leases are each Major Lease has been performed as set forth on the Rent Roll required and are held consistent with Section 3.8; (viii) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and has been accepted by the applicable tenant thereunder; Tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Grantor to any Tenant have already been received by such Tenant, (x) to Borrowers' best knowledgethere has been no prior sale, no Person has transfer or assignment, hypothecation or pledge of any possessory interest in, Major Lease or right to occupy, the Property except under the terms of the Lease; Rents received therein which is still in effect, (y) no Tenant under any Major Lease has sublet all or any portion of the premises demised thereby, nor does anyone except such Tenant and its employees occupy such leased premises other than with respect to Permitted Liens, and (xiz) each no Tenant under any Major Lease is subordinate to the Loan Documents, either has a right or option pursuant to its terms such Major Lease or pursuant to a subordination and attornment agreement. None of the Leases contains any option otherwise to purchase or right of first refusal to purchase the Property all or any part thereof. Neither of the Leases nor the Rents have been assigned Property; or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderright or option for additional space which constitutes Property.

Leases. The rent roll attached hereto as Schedule 8 (the "RENT ROLL"a) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll. Except as set forth on in Schedule 4.24 ("Leases"), Seller has not entered into any and there are no leases relating to any portion of the Rent Roll: (i) each Lease is in full force Real Property and effect; (ii) no person, other than the tenants under the Leases have accepted ("Tenants"), has any right of 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 Real Property or any part thereof; , (iiib) 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 except as set forth in the Rent RollLeases, no rent concessions to Tenants are currently in effect, no rent has been paid more than thirty (30) days in advance by any Tenant, and there is no Tenant has any claim against Seller for any security deposit or basis for a claim by the tenant thereunder for an adjustment to the rentother deposits; (vc) no Lease grants any Tenant any right to purchase all or any portion of the Real Property; (d) except for oral leases, each of the Leases has been validly executed by Seller; (e) Seller has not given any Tenant under any Lease a notice of default under such applicable Lease nor any notice of the occurrence of any event that with the passage of time or the giving of notice or both could become an event of default under such Lease; (f) to Borrowers' best Seller's knowledge, no default or breach exists on the part of any Tenant under any Lease, nor has there been any occurrence or omission which, with the giving of notice or the passage of time or both, could constitute such a default; (g) to Seller's knowledge, there do not exist any set-offs, defenses or claims in favor of any Tenant under a Lease and no such claims have been asserted, with the result that each Tenant is fully obligated to pay, and is paying, the rent and other charges due thereunder, and is fully obligated to perform, and is performing, all other obligations of such Tenant under such Lease; (h) Seller as landlord has fully completed all construction obligations and all tenant has made any claim against improvements specified in the Leases to be the responsibility of the landlord under thereunder; and (i) Seller has not received any Lease which remains outstanding, there are no defaults notice of any default or breach on the part of the landlord under any Leaseof the Leases, and no event has occurred which, with nor does there exist any default or breach on the giving part of notice or passage of time, or both, would constitute such a default; (vi) to Borrowers' best knowledge, there is no present material default by the tenant landlord 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) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, 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 contains any option to purchase or right of first refusal 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 thereunderLeases.

Leases. The rent roll attached hereto With respect to the Leases: (a) the Rent Roll certified by Borrower and dated as Schedule 8 (of the "RENT ROLL") Closing Date is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the identified on such Rent Roll. Except as set forth on the Rent Roll: (i) each Lease is in full force and effect; (iib) Borrower has delivered to Lender the tenants under the Leases have accepted possession standard form 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 lease used with respect to the enforcement thereofProperty; (iiic) 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 Borrower 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) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's ’s interest in the Leases and has not assigned, pledged or otherwise transferred the Rents reserved in the Leases (except to Lender); (d) all of the Leases are bona fide, arms-length agreements with tenants unrelated to Borrower; (e) none of the Rents have been collected for more than one (1) month in advance (and for such purpose, a security deposit or last month’s rent shall not be deemed Rent collected in advance); (f) 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; (g) all work to be performed by Borrower under each Lease has been performed as required and has been accepted unconditionally by the applicable tenant; (h) 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; (ixi) each Lease is Borrower has not received notice from any tenant challenging the valid, binding and enforceable obligation validity or enforceability of such Borrower and the applicable tenant thereunderany Lease; (xj) all payments due from tenants under the Leases are current, except as disclosed on the Rent Roll; (k) to Borrowers' best Borrower’s knowledge, no Person has tenant under any possessory interest inLease is in default thereunder, except with respect to any past due rents disclosed on the Rent Roll, or right to occupyis a debtor in any bankruptcy, the Property except under the terms reorganization, insolvency or similar proceeding, or has demonstrated a history of the Leasepayment problems which suggest financial difficulty; and (xil) each no Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any an option to purchase or purchase, right of first refusal to purchase the Property purchase, or any part thereof. Neither the Leases nor the Rents other similar provision; and (m) 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 assigned or pledged except disclosed in writing to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. The rent roll attached hereto as Schedule 8 2 (the "RENT ROLL"“Rent Roll”) is true, complete and correct in all material respects and the Property is not subject to any Leases other than the Leases described in the Rent Roll. Except as set forth on the Rent Roll: (ia) each Lease is in full force and effect; (iib) 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; (iiic) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than 30 thirty (30) days in advance; (ivd) 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; (ve) to Borrowers' best knowledge, no tenant has made any written claim against the landlord under any Lease which remains outstanding, to Borrower’s knowledge, there are no defaults on the part of the landlord under any Lease, and to Borrower’s knowledge, no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vif) to Borrowers' best Borrower’s knowledge, there is no present material default by the tenant under any Lease; (viig) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.83.9 of the Senior Loan Agreement; (viiih) Borrowers are Owner is the sole owner of the entire lessor's ’s interest in each Lease; (ixi) each Lease is the valid, binding and enforceable obligation of such Borrower Owner and the applicable tenant thereunder; (xj) to Borrowers' best knowledge, no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Leases; (k) intentionally omitted; (l) all work to be performed by Owner under each Lease has been performed as required and has been accepted by the applicable tenant under such Lease; (m) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Owner to any tenant under any Lease has already been received by such tenant; (n) intentionally omitted; (o) all tenants under the Leases are open for business and paying full, unabated rent; (p) there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, 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; (q) no tenant under any Lease has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor, to Borrower’s knowledge, does anyone except such tenant and its employees occupy such leased premises; and (xir) each no tenant under any Lease is subordinate has any right or option for additional space in the Improvements. The copies of the Leases delivered to the Loan DocumentsLender are true, either pursuant to its terms or pursuant to a subordination complete and attornment agreementaccurate in all respects, and there are no oral agreements with respect thereto. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to LenderSenior Lender in accordance with the Senior Loan Documents, and no other Person has any interest therein except the tenants thereunder.

Leases. The rent roll for the Property attached in Exhibit B hereto as Schedule 8 (the "RENT ROLL") is true, complete and correct and complete in all material respects, and describes all of the Leases of the Property. Owner has furnished to the Fund true, correct and, to Federal’s and Owner’s knowledge, complete copies of all of the Leases affecting the Property is not subject to any Leases other than the Leases described in the Rent Rollincluding all amendments and guarantees. Except as set forth on the Rent Roll: (i) each Lease is disclosed in full force Exhibit B attached hereto, to Federal’s 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 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) to Borrowers' best Owner’s knowledge, 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 “landlord” is not in default under any Lease, which default remains uncured, and no event has occurred whichthat, with the giving of notice or the passage of time, or both, would constitute such a default; (vi) default of the landlord under any Lease. Except as disclosed in Exhibit B attached hereto, to Borrowers' best Federal’s and Owner’s 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) Borrowers are the sole owner of the Leases is in monetary default under its Lease beyond any applicable notice and cure period, and neither Federal nor Owner has given to any tenant any written notice of non-monetary default, which default has not been cured. Except as disclosed in Exhibit B attached hereto, to Federal’s and Owner’s knowledge, all of the landlord’s obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full and all tenant concessions (such as, for example, free rent, move-in allowances, tenant improvement allowances, etc.) from the landlord under the Leases have been paid, satisfied and performed in full. Federal and Owner each further represents and warrants as follows with respect to each of the Leases (except as otherwise expressly disclosed in Exhibit B attached hereto): (i) the Lease constitutes the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and agreement with the applicable tenant thereunderrelating to the Property, and has not been amended, modified or supplemented (in writing or otherwise), except for such amendments, modifications and supplements delivered to the Fund prior to Closing; (xii) the “tenant” under such Lease has no right of first refusal or option to Borrowers' best knowledge, purchase all or any portion of the Property; (iii) no Person has any possessory interest in, or right to occupy, portion of the Property except security deposit under the terms of Lease has been applied which has not been restored to the full amount required under the Lease; and (xiiv) each the “landlord” under such Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None has not accepted any payment of the Leases contains any option to purchase or right of first refusal 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 thereunderrent more than one (1) month in advance.

Leases. (a) The rent roll attached hereto as Schedule 8 7 (the "RENT ROLL"“Rent Roll”) is true, complete and correct and the no Property is not subject to any Leases other than the Leases described in the Rent Roll. Except as set forth on the Rent Roll, on Schedule 3 hereto or any tenant estoppel certificates delivered to Lender: (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 to Borrower’s actual knowledge 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 30 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 written claim or to Borrower’s actual knowledge basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledge, no tenant has made any claim in writing against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any LeaseLease of which Landlord has been notified, and and, to 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 Borrowers' best ’ actual 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 3.83.8 hereof; (viii) Borrowers are the applicable Borrower is the sole owner of the entire lessor's ’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and and, to Borrower’s actual knowledge, the applicable tenant thereunder; (x) to Borrowers' best knowledge, no Person has any possessory interest in, or right to occupy, the any Property except under the terms of the LeaseLeases; and (xi) except with respect to Leases entered into after the date hereof in accordance with the terms of this Agreement, all work to be performed by the applicable Borrower under each Lease has been performed as required and has been accepted by the applicable tenant under such Lease; (xii) any payments, free rent, partial rent, rebate of rent or other material payments, credits, allowances or abatements required to be given by any Borrower to any tenant under any Lease has already been received by such tenant; (xiii) no Tenant under any Lease (or any sublease) is subordinate an Affiliate of any Borrower; (xiv) all tenants under the Leases are open for business and paying full, unabated rent; (xv) there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, and no such fees or commissions which have been earned by the applicable broker with respect to the Loan DocumentsLeases that are not yet due and payable; (xvi) to Borrower’s actual knowledge, either pursuant no tenant under any Lease has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises; (xvii) to Borrowers’ knowledge, each Tenant under a Material Lease is free from Bankruptcy Proceedings, (xviii) Borrowers acknowledge that ARC NYC400E67, LLC (“Laurel Borrower”) and Quik Xxxx Xxxx 00xx Xxxxxx LLC (“Quik Park”) entered into that certain Second Amendment of Lease, dated as of March 29, 2018 (the “Second Quik Park Amendment”), which amendment extends the term of that Agreement of Lease, dated as of March 30, 2009, between Laurel Borrower (as successor in interest to 0000 Xxxxx Xxxxxx LLC) and Quik Park, as amended by that First Amendment of Lease, dated as of November 15, 2011, between Laurel Borrower (as successor in interest to USPF IV Laurel Retail Owner L.P.), through November 30, 2031 and (xix) to Laurel Borrower’s knowledge, Laurel Borrower, previously made repairs and previously took such remedial steps as Laurel Borrower deemed reasonably necessary to fix the leaks described in the Tenant’s Estoppel Certificate from Cornell University for and on behalf of its terms or pursuant to a subordination Xxxx and attornment agreementXxxxxxx X Xxxxx Medical College dated as of March 14, 2018. None The copies of the Leases contains any option delivered to purchase or right of first refusal to purchase Lender (including the Property or any part thereofSecond Quik Park Amendment) are true and complete, and there are no oral agreements with respect thereto. 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. The Except as disclosed in the certified rent roll attached hereto as Schedule 8 (the "RENT ROLL") is true, complete and correct and for the Property is not subject delivered to any Leases other than the Leases described in the Rent Roll. Except and approved by Beneficiary, or as otherwise set forth on the Rent Roll: Exhibit B hereof, (ia) each Lease Grantor 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 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) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in the Leases; (b) the Leases are valid and enforceable; (c) the terms of all alterations, modifications and amendments to the Leases are reflected in the certified rent roll delivered to and approved by Beneficiary; (d) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated (except to Beneficiary); (e) none of the Rents have been collected for more than one (1) month in advance (provided that a security deposit shall not be deemed rent collected in advance); (f) 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 a rent-paying basis; (g) to the best of Grantor's knowledge, there exist no offsets or defenses to the payment of any portion of the Rents; (h) Grantor has received no notice from any tenant challenging the validity or enforceability of any Lease; (i) all payments due under the Leases are current and are consistent with the certified rent roll for the Property delivered to and approved by Beneficiary; (j) to the best of Grantor's knowledge, no tenant under any Lease is in default thereunder, or is a debtor in any bankruptcy, reorganization, insolvency or similar proceeding, or has demonstrated a history of payment problems which suggest financial difficulty; (k) there are no agreements with the tenants under the Leases other than expressly set forth in each Lease; (ixl) each Lease is the valid, binding Leases are valid and enforceable obligation against Grantor and, to the best of such Borrower and Grantor's knowledge, the applicable tenant thereundertenants set forth therein; (xm) no Lease contains an option to purchase, right of first refusal to purchase, or any other similar provision; (n) to Borrowers' the best of Grantor's knowledge, no Person person or entity has any possessory interest in, or right to occupy, the Property except under the terms of the and pursuant to a Lease; and (xio) each Lease (other than a residential Lease) is subordinate to the Loan Documentsthis Security Instrument, either pursuant to its terms or pursuant a recorded subordination agreement; and (p) to a subordination the best of Grantor's knowledge, no brokerage commissions or finders fees are due and attornment agreement. None of the Leases contains payable regarding any option to purchase or right of first refusal 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 thereunderLease.

Leases. The Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule 8 (the "RENT ROLL") I is true, correct and complete and correct in all material respects and the Property is not subject to any Leases other than the Leases described in Schedule I, (b) except as disclosed by a tenant estoppel certificate received by Lender prior to the Rent Roll. Except as set forth date hereof, the Leases identified on the Rent Roll: (i) each Lease is Schedule I are 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, effect and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due defaults thereunder by any party thereto 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 Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledge, 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 whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute such defaults thereunder, (c) except as disclosed by a default; tenant estoppel certificate received by Lender prior to the date hereof, the copies of the Leases delivered to Lender are true, correct and complete, and there are no oral agreements with respect thereto, (vid) no Rent (including security or other deposits) has been paid more than one (1) month in advance of its due date, (e) except as disclosed by a tenant estoppel certificate received by Lender prior to Borrowers' best knowledgethe date hereof, there is no present material default all work to be performed by the landlord under each Lease has been performed as required and has been accepted by the applicable Tenant, (f) except as disclosed by a tenant under estoppel certificate received by Lender prior to the date hereof, 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 has already been received by such Tenant, (g) all security or other deposits are being held in accordance with the applicable Leases and all applicable Legal Requirements, (h) except as disclosed by a tenant estoppel certificate received by Lender prior to the date hereof, Borrower has no knowledge of any notice of termination or default with respect to any Lease; (viii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8; (viii) Borrowers are the sole owner Borrower has not assigned or pledged any of the entire lessor's Leases, the rents or any interest in each Lease; therein except to Lender, (ixj) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, no Tenant or other Person has any possessory interest inan option, 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 contains any option to purchase or right of first refusal or offer or any other preferential right to purchase all or any portion of, or interest in, the Property, (k) except as disclosed by a tenant estoppel certificate received by Lender prior to the date hereof or as expressly provided in the Lease, no Tenant has any right or option for additional space in the Improvements, (l) except as disclosed by a tenant estoppel certificate received by Lender prior to the date hereof, no Tenant has assigned its Lease or sublet all or any portion of the premises demised thereby, (m) except as expressly set forth in the Lease, no Tenant has the right to terminate its Lease prior to expiration of the stated term of such Lease, (n) except as disclosed by a tenant estoppel certificate or ESA received by Lender prior to the date hereof and to Borrower’s Actual Knowledge, no Hazardous Substances have been disposed, stored or treated by any Tenant on, under or about the Property in violation of Environmental Law and (o) Borrower does not have any 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 petroleum product 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 thereunderHazardous Substances.

Leases. The Except as disclosed in the certified rent roll attached hereto as Schedule 8 (the "RENT ROLL") is true, complete and correct and for the Property delivered to and approved by Lender, (a) Borrower is not subject to any Leases other than the Leases described in the Rent Roll. 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 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) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in the Leases; (b) the Leases are valid and enforceable; (c) the terms of all alterations, modifications and amendments to the Leases are reflected in the certified rent roll delivered to and approved by Lender; (d) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated (except to Lender); (e) none of the Rents have been collected for more than one (1) month in advance (provided that a security deposit shall not be deemed rent collected in advance); (f) 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 a rent-paying basis; (g) there exist no offsets or defenses to the payment of any portion of the Rents; (h) Borrower has received no notice from any tenant challenging the validity or enforceability of any Lease; (i) all payments due under the Leases are current and are consistent with the certified rent roll for the Property delivered to and approved by Lender; (j) no tenant under any Lease is in default thereunder, or is a debtor in any bankruptcy, reorganization, insolvency or similar proceeding, or has demonstrated a history of payment problems which suggest financial difficulty; (k) there are no agreements with the tenants under the Leases other than expressly set forth in each Lease; (ixl) each Lease is the valid, binding Leases are valid and enforceable obligation of such against Borrower and the applicable tenant thereundertenants set forth therein; (xm) no Lease contains an option to Borrowers' best knowledgepurchase, right of first refusal to purchase, or any other similar provision; (n) no Person person or entity has any possessory interest in, or right to occupy, the Property except under the terms of the and pursuant to a Lease; and (xio) each Lease (other than a residential Lease) is subordinate to the Loan Documentsthis Security Instrument, either pursuant to its terms or pursuant a recorded subordination agreement; (p) no Lease has the benefit of a non-disturbance agreement that would be considered unacceptable to a subordination prudent institutional lenders; and attornment agreement. None of the Leases contains (q) no brokerage commissions or finders fees are due and payable regarding any option to purchase or right of first refusal 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 thereunderLease.

Leases. The rent roll attached hereto as Schedule 8 (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. Except as set forth specified on the Rent Roll: Schedule 3.8(b), (iA) each Lease is in full force and effecteffect in all material respects; (iiB) the tenants under assignment of each Lease to Purchaser in accordance with this Agreement does not require the Leases have accepted possession consent of any other Person, will not result in a breach of, or default under, such Lease, or otherwise cause such Lease to cease to be in full force and are in occupancy of all of their respective demised premises, have commenced effect on identical terms following the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereofClosing; (iiiC) all rents due Seller has no material disputes with any Landlords with respect to any Lease or any Leased Real Property 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 Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledgeSeller's Knowledge, no tenant has made any claim against the landlord Landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord has a dispute with Seller with respect to any Lease or any Leased Property; (D) neither Seller nor to Seller's Knowledge any other party to any Lease is in material breach or default under any Lease, -16- and no event has occurred or circumstance exists which, with the giving delivery of notice or notice, the passage of time, time or both, would constitute such a default; (vi) to Borrowers' best knowledgebreach or default under any Lease, there is no present material default by or permit the tenant termination or modification of any Lease or acceleration of rent under any Lease; (viiE) all no portion of any security deposits deposit tendered in accordance with any Lease has been applied with respect to a breach or default under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8such Lease which has not been restored in full; (viiiF) Borrowers are Seller does not owe, and will not owe in the sole owner of the entire lessorfuture, any brokerage commissions or finder's interest in each fees with respect to any Lease; (ixG) each no party to any Lease (other than Seller) is the valid, binding and enforceable obligation an affiliate of such Borrower and the applicable tenant thereunderSeller or otherwise has any economic interest in Seller; (xH) Seller has not collaterally assigned or granted any other security interest in any Lease; (I) there are no Liens or encumbrances on the estate or interest created by any Lease; (J) the holders of all mortgages and other liens on the title to Borrowers' best knowledgethe Leased Real Property that are superior to Seller's leasehold interest in the Leased Real Property have executed Non-Disturbance Agreements, no Person has any possessory interest in, or right to occupy, copies of which are included in the Property except under the terms Lease Documents; (K) none of the LeaseLeases obligates the tenant to operate a business on the Leased Real Property or prohibits the tenant from closing the business currently operated on the Leased Real Property or entitles the landlord to exercise any rights or remedies against the tenant if the tenant closes the business currently conducted on the Leased Real Property; and (xiL) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None none of the Leases contains any option restrictions on the tenant's ability to purchase operate or right lease a pharmacy on the Leased Real Property; (M) none of first refusal the Leases obligates the tenant to purchase maintain, repair, or replace the roof or the parking area of the Improvements on the Leased Real Property (except that the tenant may be obligated to reimburse the landlord under the Leases for the tenant's proportionate share of costs incurred by Landlord to maintain, (N) repair the roof of the Improvements or any part thereof. Neither parking area located on the Leased Real Property); (O) to Seller's Knowledge, the landlord under the Leases nor has good and marketable title to the Rents have been assigned Leased Real Property; (P) Seller has good and marketable title to all leasehold interests under the Leases; (Q) to Seller's Knowledge, Seller has taken all necessary actions required under the Leases and/or applicable Legal Requirements to enforce its rights against the applicable landlord with respect to any known deferred maintenance obligation of a landlord at any Premises; and (R) no person or pledged firm possesses or occupies, or has the right to possess or occupy, any portion of any Leased Real Property, except for (i) that portion of any Leased Real Property that is a "common area" under the applicable Lease and (ii) those portions of any Leased Real Property occupied by subtenants pursuant to Lendervalid Subleases more particularly identified on Schedule 3.8(c). Notwithstanding the materiality qualifiers in (C) and (D) above, Seller shall use all commercially reasonable efforts to provide Purchaser with written information regarding each dispute, breach and no other Person has any interest therein except the tenants thereunderdefault arising in, under, or in connection with a Lease.

Leases. The rent roll attached EXHIBIT D hereto contains a complete list of all material leases, occupancy agreements and all amendments thereto and all other documents affecting rights and obligations thereunder, including without limitation, assignments and subleases pursuant to which any member of the Borrower Affiliated Group leases real property, and license agreements pursuant to which a third party would have the right to enter upon the leased premises (herein individually referred to as Schedule 8 (a "Lease" and collectively referred as the "RENT ROLLLeases") is ). The copies of the Leases heretofore delivered by the Borrower Affiliated Group to the Agent are true, complete and correct and the Property is not subject to any complete copies thereof and each of such Leases other than the Leases described in the Rent Roll. Except as set forth on the Rent Roll: (i) each Lease is in full force and effect; effect in accordance with the terms thereof. Except as disclosed on EXHIBIT D, neither the tenant nor, to the best knowledge of any member of the Borrower Affiliated Group, the landlord, under any Lease is in default under the applicable Lease (iibeyond any applicable period of grace) or has given or received any notice of cancellation or termination of such Lease or condemnation of the leased premises. Each of the tenants under the Leases have accepted is in possession of and are in occupancy of all of their respective demised premisespremises and is open for business, have commenced the payment and no such tenant has assigned any of rent under its interest in any of the Leases, and there are no offsetsas collateral or otherwise or sublet all or any portion of the premises covered by any Lease or granted any license with respect thereto, claims or defenses except as may be otherwise disclosed on EXHIBIT D hereto. No member of the Borrower Affiliated Group knows of any material work to be performed by the enforcement thereof; (iii) all rents due and payable landlord under the Leases have that has not been paid completed and no portion thereof member of the Borrower Affiliated Group has been paid for any period more than 30 days in advance; (iv) the rent payable under each Lease is the amount knowledge of fixed rent set forth in the Rent Roll, and there is no claim any claims pending or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledge, no tenant has made any claim threatened against the landlord under for failure to have performed or completed 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, 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 contains any option to purchase or right of first refusal 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 thereunderwork.

Leases. The rent roll attached hereto as Schedule 8 (the "RENT ROLL"a) Borrower is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll. 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 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) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in each the Leases; (b) the Leases are valid, enforceable and in full force and effect; (c) the terms of all alterations, modifications and amendments to the Leases are reflected in the certified occupancy statement delivered to and approved by Lender; (d) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated; (e) none of the Rents have been collected for more than one (1) month in advance; (f) except as previously disclosed by Borrower to Lender in writing, 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 a rent-paying basis; (g) except as previously disclosed by Borrower to Lender in writing, there exist no offsets or defenses to the payment of any portion of the Rents; (h) except as previously disclosed by Borrower to Lender in writing, Borrower has received no notice from any tenant challenging the validity or enforceability of any Lease; (ixi) there are no agreements with the tenants under the Leases other than expressly set forth in each Lease is Lease, except as may have been disclosed in writing to Lender on the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunderdate hereof; (xj) no Lease contains an option to Borrowers' best knowledgepurchase, right of first refusal to purchase, or any other similar provision; (k) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the and pursuant to a Lease; and (xil) each Lease is subordinate to the Loan Documentsthis Security Instrument, either pursuant to its terms or pursuant to a subordination agreement; (m) no brokerage commissions or finders fees are due and attornment agreement. None of the Leases contains payable regarding any option to purchase or right of first refusal 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 thereunderLease.

Leases. The rent roll attached hereto as Schedule 8 6 (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. Except as set forth on the Rent RollRoll or tenant estoppel certificates delivered to Lender prior to the date hereof: (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 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) to Borrowers' Borrower's best knowledge, 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 Borrowers' 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) Borrowers are 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 such Borrower and the applicable tenant thereunder; (x) to Borrowers' Borrower's best knowledge, 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 contains any option to purchase or right of first refusal 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. The There are no occupancy agreements, leases, lettings or tenancies in effect to which Seller is a party that will affect the Real Property after Closing, except the Leases with tenants listed on the rent roll (the “Rent Roll”) attached hereto as Schedule 8 (Exhibit O. To Seller’s Knowledge, the "RENT ROLL") Rent Roll is true, complete and correct and the Property is not subject to any Leases other than the Leases described complete in the Rent Roll. Except as set all material respects and sets 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 30 days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Rollany tenant security deposits and letters of credit held by Seller, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledgeany guaranties in favor of Seller, 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, in connection with the giving of notice or passage of timeLeases. To Seller’s Knowledge, or both, would constitute such a default; (vi) to Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, 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 copies of the Leases contains that are true, correct and complete in all material respects, including all amendments, renewals, modifications, guaranties and assignments thereof, have been delivered to Buyer. To Seller’s Knowledge, neither the tenants of the Property nor any other person has any right, option or agreement to purchase the Property, including purchase options or right rights of first refusal to purchase the Property or any part portion thereof. Neither With respect to each tenant at the Real Property, except as set forth in the Rent Roll: (i) to Seller’s Knowledge, (1) such tenant's Lease is in full force and effect and (2) no default beyond any applicable notice and cure periods under the Lease exists thereunder; (ii) Seller has not sent to or received from any tenant a written notice of default under such tenant’s Lease which has not been cured or waived; (iii) no rent not yet due and payable under such tenant's lease has been paid more than one month in advance of its due date; (iv) such tenant has not asserted in writing, nor, to Seller’s Knowledge, has such tenant threatened to assert, any claim of offset or other defense in respect of its or the landlord's obligations under its Lease; and (v) except as set forth on Exhibit O, to Seller’s Knowledge, (1) all work required to be performed by Seller or GCI, as landlord, pursuant to the Leases nor and (2) all tenant improvement allowances, free rent, rent abatements and other concessions required to be paid by Seller or GCI, as landlord, pursuant to the Rents have Leases, has been assigned performed or pledged except paid, or will be performed or paid, prior to LenderClosing and, and no other Person has any interest therein except the tenants thereunderif not so performed or paid, will be credited to Buyer at Closing.

Leases. The rent roll attached hereto as Schedule 8 (As of the "RENT ROLL") is true, complete and correct Effective Date and the Closing Date, the Real Property is not, and will not be, subject to any Leases lease or occupancy agreement other than the Leases described (as defined below in Section 6.5), the Rent Roll. Except as set forth on terms of which will commence at Closing, and the Rent Rollprovisions of the Xxxxxxx Communications lease of a portion of the Mankato property, provided that, at Closing, Seller shall be responsible for having the Xxxxxxx Communications lease converted to a sublease under the Lease applicable to the Mankato property, pursuant to a written sublease agreement signed by both Seller and Xxxxxxx Communications (“Xxxxxxx Sublease”) to be effective from and after Closing, which Xxxxxxx Sublease shall be in form and substance satisfactory to Buyer, and shall provide for, among other things, the following terms and conditions: (i) each Lease is in full force and effect; (iia) the tenants rents, term (which term shall be for interval(s) no longer than year-to-year) and other material terms of the Xxxxxxx Sublease, (b) that the Xxxxxxx Sublease is subject and subordinate to the Lease for the Mankato property, and Xxxxxxx Communications use of its subleased premises shall comply with all terms and conditions of the Lease, and the Xxxxxxx Sublease shall terminate upon the expiration or sooner termination of the Lease, (c) that the Xxxxxxx Sublease supersedes and replaces any prior written or oral lease between Xxxxxxx Communications and Seller, and shall not be further amended without Buyer’s consent (such consent not to be unreasonably withheld, delayed or conditioned), (d) Xxxxxxx Communications confirms no fact, event or circumstance exists that (with notice, the passage of time or both) would or could be reasonably anticipated to constitute a claim, breach, default or event of default by it or by Seller under the preceding lease arrangement as of the Closing Date or any period prior thereto, and (e) Xxxxxxx Communications releases Buyer from any liability for any matters whatsoever (and agrees to look solely to Seller, as sublandlord, with respect to any default or claim under the Xxxxxxx Sublease). As of the Effective Date and the Closing Date, Seller has the financial ability to perform all its payment and other monetary obligations, as tenant, under the Leases have accepted possession of from 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 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) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, 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 contains any option to purchase or right of first refusal 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 thereunderafter Closing.

Leases. The rent roll Borrower represents and warrants to Lender with respect to the Leases that: (a) the Rent Roll attached hereto as Schedule 8 (the "RENT ROLL") I is true, complete and correct and correct, the Property is not subject to any Leases other than the Leases described in Schedule I, Mortgage Borrower is the Rent Roll. Except as set forth on the Rent Roll: (i) each Lease is sole owner of landlord’s interest 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 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) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, no Person has any possessory interest in, in the Property or right to occupyoccupy the same except under and pursuant to the provisions of the Leases, (b) the Leases identified on Schedule I are in full force and effect and there are no material defaults thereunder by either party except (i) as provided in any estoppel certificates or similar documents provided to Lender (collectively, the Property except under “Estoppels”), (ii) as disclosed in the terms of Rent Roll, or (iii) as otherwise disclosed by Mortgage Borrower to Lender attached hereto as Schedule IV (the Lease; “Additional Disclosures”) (collectively, the Additional Disclosures, the Rent Roll and the Estoppels, the “Lease Disclosures”), (xic) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None copies of the Leases contains delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as provided in the Lease Disclosures, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (e) except as provided in the Lease Disclosures, all work to be performed by Mortgage Borrower under each Lease 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 Mortgage Borrower to any Tenant has already been received by such Tenant, (g) all security deposits are being held in accordance with Legal Requirements (h) except as provided in the Lease Disclosures, neither the landlord nor any Tenant is in default under any of the Leases; (i) except as provided in the Lease Disclosures, Borrower has no knowledge of any notice of termination or default with respect to any Lease; (j) Mortgage Borrower has not assigned or pledged any of the Leases, the rents or any interests therein except to Mortgage Lender; (k) except as provided in the Lease Disclosures, no Tenant or other party has an option to purchase or right of first refusal or offer, to purchase the Property all or any part thereof. Neither portion of the Leases nor Property; and (l) no Tenant has the Rents have been assigned or pledged except right to Lender, and no other Person has any interest therein except terminate its Lease prior to expiration of the tenants thereunderstated term of such Lease.

Leases. The rent roll attached hereto as Schedule 8 THE MORTGAGOR HAS ENTERED INTO A LEASE APPROVED IN WRITING BY MORTGAGEE FOR EACH OF THE 4 PROPERTIES ENCUMBERED HEREBY WITH EITHER BRIAD RESTAURANT GROUP, L.L.C. (the "RENT ROLLBRG") is trueOR BRIAD WENCO, complete and correct and L.L.C. ("BW"; BRG AND BW ARE HEREIN INDIVIDUALLY AND COLLXXXXXXXX XEFERRED TO AS "BRIAD TENANT"; EACH SUCH APPROVED LEASE WITH A BRIAD TENANT AND ANY FUTURE LEASE APPROVED IN WRITING BY MORTGAGEE IS HEREIN INDIVIDUALLY AND COLLECTIVELY CALLED AN "APPROVED LEASE"). Pursuant to Section 2131-f of the New York Real Property is not subject Law, Mortgagor shall NOT, EXCEPT AS PERMITTED BY THE COMMITMENT LETTER, (a) amend, cancel, abridge, terminate, or otherwise modify any lease of the Premises or of any portion thereof (OR ANY GUARANTY RELATING THERETO) or (b) accept any prepayment of installments of rent to become due thereunder for more than one month in advance, without the prior written consent of Mortgagee. Mortgagor shall NOT make any Leases new lease in place of or any lease renewal or extension of any lease of the Premises or any portion thereof (other than those that Mortgagor as landlord may be required to grant by the Leases described in terms of an existing lease) without the Rent Roll. Except as set forth on prior written consent of Mortgagee, Upon request by Mortgagee, Mortgagor shall promptly furnish to Mortgagee a written statement containing the Rent Roll: (i) each Lease is in full force names and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy mailing addresses of all lessees (OR ANY GUARANTORS OF THE LEASE) of the Premises or of any portion thereof, the terms of their respective demised premisesleases, have commenced the payment space occupied and the rentals payable thereunder and copies of rent under the Leases, their respective leases (AND ANY GUARANTEES) 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 30 days shall cooperate 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) to Borrowers' best knowledge, 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 effecting delivery of notice or passage of time, or both, would constitute such a default; (vi) this covenant to Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, 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 contains any option to purchase or right of first refusal 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 thereunderaffected lessee.

Leases. The rent roll attached hereto as Schedule 8 (a) Each of Borrower and Operating Lessee represents and warrants to Lender with respect to the "RENT ROLL"Operating Lease that: (i) is true, complete and correct and none of the Property is not Individual Properties are subject to any commercial Leases other than the Operating Lease and the commercial Leases described in the Rent Roll. Except as set forth on Schedule XI attached hereto, (ii) Borrower is the Rent Roll: sole owner of the entire lessor’s interest in the Operating Lease, (iiii) each the Operating 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 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) to Borrowers' best knowledge, 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 Leasethereunder by either party, and there are no event has occurred whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute such a default; defaults thereunder, (iv) the copy of the Operating Lease delivered to Lender is true and complete, and there are no oral agreements with respect thereto, (v) no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, all Rents due have been paid in full and Operating Lessee is not in arrears in its payment of Rent, (vi) there exist no offsets or defenses to Borrowers' best knowledgethe payment of any portion of the Rents and Borrower has no monetary obligation to Operating Lessee under the Operating Lease, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on Borrower has received no notice from Operating Lessee challenging the Rent Roll and are held consistent with Section 3.8; validity or enforceability of the Operating Lease, (viii) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, no Person person or entity has any possessory interest in, or right to occupy, any of the Property Individual Properties except under and pursuant to the terms Operating Lease and the commercial leases set forth on Schedule XI attached hereto, (ix) all work to be performed by Borrower under the Operating Lease has been performed as required and has been accepted by Operating Lessee, (x) any payments, free rent, partial rent, rebate of the Lease; rent or other payments, credits, allowances or abatements required to be given by Borrower to Operating Lessee has already been received by Operating Lessee, and (xi) each Lease is subordinate Operating Lessee does not have a right or option pursuant to the Loan Documents, either pursuant to its terms Operating Lease or pursuant to a subordination and attornment agreement. None of the Leases contains any option otherwise to purchase or right of first refusal to purchase the Property all or any part thereof. Neither of the Leases nor leased premises or the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except Improvements of which the tenants thereunderleased premises are a part.

Leases. The To Borrower’s actual knowledge, the rent roll rolls attached hereto as Schedule 8 7 (collectively, the "RENT ROLL"“Rent Rolls”) is are true, complete and correct and the no Property is not subject to any Leases other than the Leases applicable to such Property described in the Rent RollRolls. Except as set forth on the Rent RollRolls: (i) each Lease is 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; (ii) except as set forth in any estoppel certificate delivered to Lender in connection with the closing, the current Leases are 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, effect and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due defaults thereunder by either party 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 Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledge, 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 whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute defaults thereunder; (iii) no Rent (excluding unapplied security deposits) has been paid more than one (1) month in advance of its due date; (iv) all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any tenant has already been received by such a defaulttenant; (v) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein, other than in connection with financings being satisfied from the proceeds of the Loan; (vi) to Borrowers' best knowledgeexcept as identified on the Rent Rolls, there is no present material default by tenant has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under any Leaseassignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises; (vii) no tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all security deposits under Leases or any part of the leased premises or the building of which the leased premises are as set forth on the Rent Roll a part; and are held consistent with Section 3.8; (viii) Borrowers no tenant under any Lease has any right or option for additional space in the Improvements. There are no amendments or modifications of any kind to any Wachovia Lease, and there are no other promises, agreements, understandings, or commitments relating to the sole owner premises demised under and subject to any of the entire lessor's interest in each Lease; (ix) each Wachovia Lease is other than the valid, binding and enforceable obligation of such Borrower Branch Agreement and the applicable tenant thereunder; (x) to Borrowers' best knowledge, 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 contains any option to purchase or right of first refusal 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 thereunderBranch Agreement Side Letter.

Leases. The rent roll To each Borrower’s actual knowledge after due inquiry and except as set forth on Schedule X attached hereto or as Schedule 8 otherwise disclosed in the estoppel certificates delivered to Lender in connection with the origination of the Loan, (a) the "RENT ROLL") is true, complete and correct and the Property is Properties are not subject to any Leases other than the Leases described in the Rent Roll. Except as set forth on the Rent Roll: said Schedule X, (ib) each Borrower is the owner and lessor of the landlord’s interest in each such Lease is affecting its Property, (c) no Person has any possessory interest in any Property or any right to occupy the same except under and pursuant to the provisions of such Leases, (d) all commercial Leases are 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, effect and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due material defaults thereunder by either party 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 Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledge, 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 whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute such a default; material defaults thereunder, (vie) the copies of the commercial Leases delivered to Borrowers' best knowledgeLender are true and complete, and there is are no present material default oral agreements with respect thereto, (f) no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (g) all work to be performed by the landlord under each Lease has been performed as required in such Lease 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 any Borrower to any tenant has already been received by such tenant, (h) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect, (i) no commercial tenant listed on Schedule X has assigned its Lease or sublet all or any portion of the premises demised thereby, no such commercial tenant holds its leased premises under assignment or sublease, nor does anyone except such commercial tenant and its employees occupy such leased premises, (j) no 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) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, no Person has any possessory interest in, a right or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either option pursuant to its terms such Lease or pursuant to a subordination and attornment agreement. None of the Leases contains any option otherwise to purchase or right of first refusal to purchase the Property all or any part thereof. Neither of the Leases nor Property of which the Rents have been assigned or pledged except to Lenderleased premises are a part, and (k) no other Person tenant under any Lease has any interest therein except right or option for additional space in the tenants thereunderImprovements.

Leases. The rent roll attached hereto as Schedule 8 Each of Borrower and Operating Tenant represents and warrants to Lender with respect to the Operating Lease that: (the "RENT ROLL"i) is true, complete and correct and the Property is not subject to any Leases other than the Leases described Operating Lease, (ii) Borrower is the sole owner of the entire lessor’s interest in the Rent Roll. Except as set forth on Operating Lease, (iii) the Rent Roll: (i) each Operating 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 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) to Borrowers' best knowledge, 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 Leasethereunder by either party, and there are no event has occurred whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute such a default; defaults thereunder, (iv) the copy of the Operating Lease delivered to Lender is true and complete, and there are no oral agreements with respect thereto, (v) no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, all Rents due have been paid in full and Operating Tenant is not in arrears in its payment of Rent, (vi) there exist no offsets or defenses to Borrowers' best knowledgethe payment of any portion of the Rents, there is no present material default by the tenant under any Lease; (vii) all security deposits Borrower has no monetary obligation to Operating Tenant under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8; Operating Lease, (viii) Borrowers are Borrower has received no notice from Operating Tenant challenging the sole owner validity or enforceability of the entire lessor's interest in each Operating Lease; , (ix) each all work to be performed by Borrower under the Operating Lease is the validhas been performed as required and has been accepted by Operating Tenant, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) no payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements are required to Borrowers' best knowledgebe given by Borrower to Operating Tenant, 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 Operating Tenant does not have a right or option pursuant to the Loan Documents, either pursuant to its terms Operating Lease or pursuant to a subordination and attornment agreement. None of the Leases contains any option otherwise to purchase or right of first refusal to purchase the Property all or any part thereof. Neither of the Leases nor leased premises or the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except Improvements of which the tenants thereunderleased premises are a part.

Leases. The To Borrowers’ knowledge, the rent roll attached hereto as Schedule 8 7 (the "RENT ROLL"“Rent Roll”) is true, complete and correct and the no Property is not subject to any Leases other than the Leases described in the Rent Roll. Except To Borrowers’ knowledge, except as set forth on the Rent RollRoll or as otherwise disclosed in writing to Lender: (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 30 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) to Borrowers' best knowledge, 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 Borrowers' 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 3.83.7 hereof; (viii) Borrowers are the applicable Borrower is the sole owner of the entire lessor's ’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, no Person has any possessory interest in, or right to occupy, the any 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 contains any option to purchase or right of first refusal to purchase the any 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. The Except as disclosed in the rent roll attached hereto as Schedule 8 (the "RENT ROLL") is true, complete and correct and for the Property delivered to and approved by Lender, (a) Borrower is not subject to any Leases other than the sole owner of the entire lessor’s interest in the Leases; (b) the Leases described in the Rent Roll. Except as set forth on the Rent Roll: (i) each Lease is are valid and enforceable and in full force and effect; (iic) all of the Leases are arm’s-length agreements with bona fide, independent third parties; (d) no party under any Lease is in default; (e) all Rents due have been paid in full; (f) the terms of all alterations, modifications and amendments to the Leases are reflected in the certified occupancy statement delivered to and approved by Lender; (g) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated; (h) none of the Rents have been collected for more than one (1) month in advance (except a security deposit shall not be deemed rent collected in advance); (i) the premises demised under the Leases have been completed and the tenants under the Leases have accepted the same and have taken possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and same on a rent-paying basis; (j) there are exist no offsets, claims offsets or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no payment of any 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 Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledge, 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 Rents and Borrower has no monetary obligation to 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 Borrowers' best knowledge, there is no present material default by the tenant under any Lease; (viik) all security deposits Borrower has received no notice from any tenant challenging the validity or enforceability of any Lease; (l) there are no agreements with the tenants under the Leases are as other than expressly set forth on the Rent Roll and are held consistent with Section 3.8; (viii) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ixm) each Lease is the valid, binding Leases are valid and enforceable obligation of such against Borrower and the applicable tenant thereundertenants set forth in it; (xn) no Lease contains an option to Borrowers' best knowledgepurchase, right of first refusal to purchase, right of first refusal to relet, or any other similar provision; (o) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the and pursuant to a Lease; and (xip) each Lease is subordinate to the Loan Documentsthis Security Instrument, either pursuant to its terms or pursuant a recordable subordination agreement; (q) no Lease has the benefit of a non-disturbance agreement that would be considered unacceptable to a subordination and attornment agreement. None of prudent institutional lenders; (r) all security deposits relating to the Leases contains any option reflected on the certified rent roll delivered to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents Lender have been assigned collected by Borrower; and (s) no brokerage commissions or pledged except to Lender, finders fees are due and no other Person has payable regarding any interest therein except the tenants thereunderLease.

Leases. The rent roll attached hereto With respect to the Leases: (a) the Rent Roll dated as Schedule 8 (of the "RENT ROLL") Closing Date is true, complete and correct in all material respects and the Property is not subject to any Leases other than the Leases described in the identified on such Rent Roll. Except ; (b) Borrower has delivered to Lender complete and accurate copies of all Leases and no verbal or written agreements exist which terminate, modify or supplement the Leases, except as set forth on the Rent Roll: otherwise disclosed to Lender in writing and acknowledged by Lender; (ic) 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, effect and there are no offsetsdefaults thereunder by either party; (d) each Lease, claims or defenses by its terms, is subordinate to the enforcement thereoflien of the Security Instrument or the subject of a separate subordination agreement subordinating the Lease to the lien of the Security Instrument; (iiie) 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 Borrower 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) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's ’s interest in the Leases and has not assigned, pledged or otherwise transferred the Rents reserved in the Leases (except to Lender); (f) all of the Leases are bona fide, arms-length agreements with tenants unrelated to Borrower; (g) none of the Rents 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 in the full amount reported on the Rent Roll; (i) all work to be performed by Borrower under each Lease has been performed as required and has been accepted unconditionally by the applicable tenant; (j) 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; (ixk) each all payments due from tenants under the Leases are current; (l) no tenant under any Lease is the validin default thereunder, binding and enforceable obligation or is a debtor in any bankruptcy, reorganization, insolvency or similar proceeding, or has demonstrated a history of such Borrower and the applicable tenant thereunderpayment problems which suggest financial difficulty; (xm) to Borrowers' best knowledge, 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 contains any an option to purchase or purchase, right of first refusal to purchase the Property purchase, or any part thereof. Neither 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 which have not been disclosed in writing to Lender and for which adequate amounts have not been set aside in the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderTI/LC Reserve Account.

Leases. (a) The FW Entities have delivered or made available true and complete copies of all Leases and guarantees of the obligations of the tenants thereunder, if any. The rent roll rolls attached hereto as Schedule 8 Exhibit 4.17(a) (the "RENT ROLLRent Rolls") is true), complete and correct and taken as a whole, are accurate in all material respects as of the Property is not subject to any Leases other than the Leases described date indicated therein. Except as disclosed in the Rent Roll. Except Rolls, and except to the extent not material to any individual Property, as set forth on of the date indicated in the Rent RollRolls: (i) each Lease is in full force and effecteffect with respect to the applicable Company Subsidiary and, to the Company's knowledge, with respect to the tenants under the Leases; (ii) neither the tenants under the Leases have accepted possession Company nor any Company Subsidiary has received any notice that it is in default (which has not been cured) of and are in occupancy any 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 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) to Borrowers' best knowledge, no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the its obligations as landlord under any Lease, and no event has occurred which, with to the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrowers' best knowledge, there Company's knowledge the applicable Company Subsidiary is no present not in material default by the tenant (which has not been cured) of its obligations as landlord under any Lease; (viiiii) all security deposits no tenant is in default in any material monetary obligation or any material non-monetary obligation under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8; (viii) Borrowers are the sole owner of the entire lessor's interest in each its Lease; (ixiv) each Lease is the validno rent has been paid by any tenant more than one month in advance and no security or other deposits or payment of last month's rent or similar amounts paid by tenants (collectively, binding and enforceable obligation of such Borrower and the applicable "Tenant Deposits") have been applied to perform tenant thereunderobligations; (xv) to Borrowers' best knowledge, no Person has any possessory interest in, or right to occupy, the Property except tenant under the terms each of the LeaseLeases is in actual possession of the leased premises; and (xivi) each no tenant is entitled to any free rent, abatement, unpaid tenant improvement or other cost reimbursement or unpaid allowance, rebate, set-off or other concession during the remaining term of its Lease is subordinate (including any renewal or extension term). Except for the In-Negotiation Leases, neither the Company nor any Company Subsidiary has made any written or oral commitments to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains lease any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have portion thereof which has not yet been assigned or pledged except reduced to Lender, and no other Person has any interest therein except the tenants thereundera written Lease.

Leases. The Except as disclosed in the certified rent roll attached hereto as Schedule 8 (the "RENT ROLL") is true, complete and correct and for the Property delivered to and approved by Xxxxxx, (a) Borrower is not subject to any Leases other than the Leases described in the Rent Roll. 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 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) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in the Leases; (b) the Leases are valid and enforceable; (c) the terms of all alterations, modifications and amendments to the Leases are reflected in the certified rent roll delivered to and approved by Lender; (d) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated (except to, Lender); (e) none of the Rents have been collected for more than one (1) month in advance (provided that a security deposit shall not be deemed rent collected in advance); (f) 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 a rent-paying basis.; (g) there exist no offsets or defenses to the payment of any portion of the Rents; (h) Borrower has received no notice from any tenant challenging the validity or enforceability of any Lease; (i) all payments due under the Leases are current and are consistent with the certified rent roll for the Property delivered to and approved by Lender; (j) no tenant under any Lease is in default thereunder, or is a debtor in any bankruptcy, reorganization, insolvency or similar proceeding, or has demonstrated a history of payment problems which suggest financial difficulty; (k) there are no agreements with the tenants under the Leases other than expressly set forth in each Lease; (ix1) each Lease is the valid, binding Leases are valid and enforceable obligation of such against Borrower and the applicable tenant thereundertenants set forth therein; (xm) no Lease contains an option to Borrowers' best knowledgepurchase, right of first refusal to purchase, or any other similar provision; (n) no Person person or entity has any possessory interest in, or right to occupy, the Property except under the terms of the and pursuant to a Lease; and (xio) each Lease (other than a residential Lease) is subordinate to the Loan Documentsthis Security Instrument, either pursuant to its terms agreement that would be considered unacceptable to prudent institutional lenders; and (q) no brokerage commissions or pursuant to a subordination finders fees are due and attornment agreement. None of the Leases contains payable regarding any option to purchase or right of first refusal 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 thereunderLease.

Leases. The rent roll attached hereto as Schedule 8 Borrower represents and warrants to Lender: (the "RENT ROLL"a) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in Operating Lease, (b) the Rent Roll. Except as set forth on the Rent Roll: (i) each Operating Lease is in full force and effect; , (iic) a copy of the tenants under the Leases have accepted possession of Operating Lease delivered to Lender is true and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leasescomplete, and there are no offsetsoral agreements with respect thereto, claims or defenses to the enforcement thereof; (iiid) all rents due and payable under the Leases have been paid and no portion thereof Rent (including security deposits) has been paid for any period more than 30 days one (1) month in advance; advance of its due date, (ive) any work to be performed by Borrower under the Operating Lease has been performed as required and has been accepted by Operating Lessee, (f) any payments, free rent, partial rent, rebate of rent payable under each Lease or other payments, credits, allowances or abatements required to be given by Borrower to Operating Lessee has already been received by Operating Lessee, (g) Operating Lessee has accepted possession and is the amount of fixed rent set forth in the Rent Rolloccupancy of, and there is no claim open for business and conducting normal business operations at, all of its demised premises, and is paying full, unabated rent under the Operating Lease, (h) Operating Lessee is not the subject or basis for a claim by the tenant thereunder for an adjustment party to the rent; any bankruptcy or reorganization proceedings, (vi) to Borrowers' best knowledgeBorrower’s Actual Knowledge, 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 Borrowers' best knowledge, there Operating Lessee is no present material not in 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) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, no Person has any possessory interest in, or right to occupy, the Property except under the terms and conditions of the Operating Lease; , (j) Borrower has not assigned or pledged the Operating Lease, the rents thereunder or any interest therein except to Lender, (k) Operating Lessee has not assigned or pledged its interest in the Operating Lease or any Operating Lessee Collateral except to Borrower, and (xil) each the Operating Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal 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 thereunderMortgage.

Leases. The (a) Except as disclosed in the rent roll attached hereto as Schedule 8 (the "RENT ROLL") is true, complete and correct and for the Property is not subject delivered to any Leases other than and approved by Lender in writing prior to the Leases described in the Rent Roll. Except as set forth on the Rent Roll: date hereof, (i) each Lease Borrower is the sole owner of the entire lessor’s interest in the Leases; (ii) the Leases are valid and enforceable and in full force and effect; (iiiii) all of the Leases are arms-length agreements with bona fide, independent third parties; (iv) no party under any Lease is in default; (v) all Rents due have been paid in full; (vi) the terms of all alterations, modifications and amendments to the Leases are reflected in the certified rent roll or certified summary of leases delivered to and approved by Lender; (vii) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated; (viii) none of the Rents have been collected for more than one (1) month in advance (except a security deposit shall not be deemed rent collected in advance); (ix) except as previously disclosed to Lender in writing, the premises demised under the Leases have been completed and the tenants under the Leases have accepted the same and have taken possession of and are in occupancy the same on a rent-paying basis; (x) to the best of all of their respective demised premisesBorrower’s knowledge, have commenced the payment of rent under the Leases, and there are exist no offsets, claims offsets or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no payment of any 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 Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledge, 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 Rents and Borrower has no monetary obligation to 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 Borrowers' best knowledge, there is no present material default by the tenant under any Lease; (viixi) all security deposits Borrower has received no written notice from any tenant challenging the validity or enforceability of any Lease; (xii) there are no agreements with the tenants under the Leases are as other than expressly set forth on the Rent Roll and are held consistent with Section 3.8; (viii) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ixxiii) each Lease is the valid, binding Leases are valid and enforceable obligation of such against Borrower and the applicable tenant thereundertenants set forth therein; (xxiv) no Lease contains an option to Borrowers' best knowledgepurchase, right of first refusal to purchase, or any other similar provision; (xv) no Person person or entity has any possessory interest in, or right to occupy, the Property except under the terms of the and pursuant to a Lease; and (xixvi) each Lease is subordinate to the Loan Documentsthis Security Instrument, either pursuant to its terms or pursuant a recordable subordination agreement; (xvii) no Lease has the benefit of a non-disturbance agreement that would be considered unacceptable to a subordination and attornment agreement. None of prudent institutional lenders, (xviii) all security deposits relating to the Leases contains any option reflected on the certified rent roll delivered to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents Lender have been assigned collected by Borrower; and (xix) no brokerage commissions or pledged except to Lender, finders fees are due and no other Person has payable regarding any interest therein except the tenants thereunderLease.

Leases. The Borrower represents and warrants to Lender with respect to the Leases that (a) the rent roll attached hereto as Schedule 8 II (the "RENT ROLL"“Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in Schedule II, (b) true, correct and complete copies of all Leases, a list of which is annexed hereto as Schedule VII, have been provided to Lender prior to the Rent Roll. Except date hereof and (1) all such Leases are in full force and effect and (2) to Borrower’s knowledge, except as set forth on Schedule XVI, there are no defaults thereunder by either party, and Borrower has not received any notice of termination with respect to any such Leases, (c) the copies of the Leases delivered to Lender are true and complete, and, to Borrower’s knowledge, there are no oral agreements with respect thereto, (d) to Borrower’s knowledge, except as set forth on the Rent Roll: , no Rent (iexcluding security deposits) has been paid more than one month in advance of its due date, (e) to Borrower’s knowledge, except as set forth on the Rent Roll, all work to be performed by Borrower under each Lease is in full force has been performed as required and effect; has been accepted by the applicable Tenant, (iif) 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, (g) the tenants Tenants under the Leases have accepted possession of and are in occupancy of of, and are open for business and conducting normal business operations at, all of their respective demised premises, have commenced the payment of 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) to Borrower’s knowledge, 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 or Guarantor, (k) to Borrower’s knowledge, no Tenant under any Lease is in default under the terms and conditions of such Lease, (l) there are no offsets, claims brokerage fees or defenses to the enforcement thereof; (iii) all rents commissions due and payable under in connection with the Leases have leasing of space at the Property, except as has been paid previously disclosed to Lender in writing, and no portion thereof has been paid for any period more than 30 days in advance; (iv) the rent such fees or commissions will become due and payable under each Lease is the amount of fixed rent set forth in the Rent Rollfuture in connection with the Leases, and there is no claim including by reason of any extension of such Lease or basis for a claim by expansion of the tenant 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 for an adjustment or any interest therein except to the rent; Lender, (vn) to Borrowers' best Borrower’s knowledge, except as expressly provided in the applicable Lease, no Tenant has a right to expand the premises demised under its Lease, (o) to Borrower’s knowledge, no tenant Tenant or other Person has made any claim against option, right of first refusal or offer or any other similar right to purchase all or any portion of, or interest in, the landlord under any Property, (p) no Tenant has the right to terminate its Lease which remains outstanding, there are no defaults on prior to the part expiration of the landlord under any stated term thereof except, to the extent contained in the applicable Lease, in the event of the destruction or condemnation of substantially all of the Property or as otherwise set forth on Schedule XVI hereto, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (viq) to Borrowers' best Borrower’s knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are except as set forth on the Rent Roll and are held consistent with Section 3.8; (viii) Borrowers are the sole owner Schedule VII hereto no Tenant has assigned its Lease or sublet all or any portion of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, 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 contains any option to purchase or right of first refusal 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 thereunderpremises demised thereby.

Leases. The Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule 8 (the "RENT ROLL") I is true, complete and correct in all material respects, and the Property is not subject to any Leases other than the Leases described in the Rent Roll. Except as set forth on the Rent Roll: Schedule I, (ib) each Lease Borrower 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 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) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in each the Leases, (c) the Leases identified on Schedule I are in full force and effect, there are no material defaults thereunder by either party, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute material defaults thereunder, and no Tenant is subject to an action under any state or federal bankruptcy, insolvency, or similar laws or regulations, (d) the copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (e) no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, all Rents due have been paid in full and no Tenant is in arrears in its payment of Rent, (f) there exist no offsets or defenses to the payment of any portion of the Rents and Borrower has no monetary obligation to any Tenant under any Lease; , (ixg) each Lease is Borrower has received no notice from any Tenant challenging the validvalidity or enforceability of any Lease, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (xh) to Borrowers' best knowledge, no Person person or entity 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 Lease, (i) all security deposits relating to the Leases reflected on the Rent Roll have been collected by Borrower and attornment agreement. None are being held in accordance with Legal Requirements, U) no brokerage commissions or finders' fees are due and payable regarding any Lease, (k) all Tenants at the Property as of the date hereof are in physical occupancy of the premises demised under their Leases, are paying full rent under their Leases contains and have not exercised any right to "go dark" that they may have under the provisions of their Leases, (1) all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant, (m) 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, (n) no Tenant under any Lease (or any sublease) is an Affiliate of Borrower, and ( o) no Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase or right of first refusal to purchase the Property all or any part thereofof the leased premises or the Improvements of which the leased premises are a part. 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 thereunder3.1.23.

Leases. (a) The rent roll attached hereto only Leases in effect as Schedule 8 of the Effective Date are with the tenants identified on Exhibit "B"; (the "RENT ROLL"b) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll. Except except as set forth on the Rent Roll: Exhibit "B", (i) each Lease is all tenant improvements required under all Leases in full force existence on the Effective Date and effect; the Additional Leases (as defined below) to be constructed by Seller have been completed, and (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 brokerage commissions payable under the Leases in existence on the Effective Date and the Additional Leases have been paid and paid, (c) except as set forth in the Campus Crest Lease, no portion thereof Tenant under any of the Leases (each, a "Tenant") has any option or right of first offer to purchase the Property; (d) except as set forth in the Leases, no Tenant has any right or option to lease additional space in the Property, extend the term of such Lease, put back to the landlord any space currently subject to such Tenant's Lease or terminate any Lease, (e) no written notice of default has been given or received by Seller with respect to any Lease that in either case remains uncured; (f) except as set forth on Exhibit "B", no Tenant has paid rent for any period more than 30 days one month in advance; (ivg) Seller has provided or will provide in accordance with Section 5.1 or Section 7.1.3, as applicable, of this Contract true and correct copies of the rent payable Leases to Purchaser; (h) except as set forth in Exhibit "B", Seller has not released or discharged in writing any guarantor under each Lease is any lease guaranty pertaining to the amount of fixed rent Leases except as set forth in the Leases; (i) attached to this Contract as Exhibit “M” is a rent roll for the Leases (the “Rent Roll”), and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledge, 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 Borrowers' 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 but Seller only represents that the Rent Roll and are held consistent with Section 3.8; (viii) Borrowers are the sole owner consists of the entire lessor's interest rent roll used by Seller in each Lease; its management of the Property supplemented by information on two (ix2) each Lease is the validadditional Leases (one with Medflow Holdings, binding and enforceable obligation of such Borrower LLC and the applicable tenant thereunder; other with Blacka Xxxxxx & Xxxxxxxxx LLP) that have been circulated for execution but have not been fully executed on the Effective Date (x) to Borrowers' best knowledgethe "Additional Leases"), and Seller makes no Person has any possessory interest in, or right to occupy, further representations regarding the Property except under the terms accuracy of the LeaseRent Roll; and (xij) each Lease attached to this Contract as Exhibit "N" is subordinate to a list of security deposits currently held by Seller under the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal 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 thereunderLeases.

Leases. The Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule 8 (the "RENT ROLL") I is true, correct and complete and correct and the Property is not subject to any Leases other than the Leases described in Schedule I and any written agreements, if any, pertaining to the Rent Roll. Except as set forth leasing of the SRO Units, (b) the Leases identified on the Rent Roll: (i) each Lease is Schedule I are 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, effect and there are no offsetsdefaults thereunder by any party thereto and, 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 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) to Borrowers' best knowledge, no tenant has made any claim against the landlord under any Lease which remains outstandingBorrower’s Knowledge, there are no defaults on the part of the landlord under any Lease, and no event has occurred whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute such a default; defaults thereunder, (vic) the copies of the Leases 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) has been paid more than one (1) month in advance of its due date, (e) all work to be performed by the landlord under each Lease has been performed as required and, to Borrower’s Knowledge, 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 have already been paid by the landlord, (g) all security or other deposits are being held in accordance with the applicable Leases and all applicable Legal Requirements, (h) to Borrowers' best knowledgeBorrower’s Knowledge, there is are no present material notices of termination or default by the tenant under with respect to any Lease; (viii) all security deposits under Leases are as set forth on Borrower has not assigned or pledged any of the Rent Roll and are held consistent with Section 3.8Leases, the rents or any interest therein except to Lender; (viiij) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, no Tenant or other Person has any possessory interest inan option, 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 contains any option to purchase or right of first refusal or offer or any other preferential right to purchase the Property all or any part thereof. Neither portion of, or interest in, the Leases nor Property; (k) no Tenant has any right or option for additional space in the Rents Improvements, (l) to Borrower’s Knowledge, 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) to Borrower’s Knowledge, no Hazardous Substances have been assigned disposed, stored or pledged except treated by any Tenant on, under or about the Property; (o) to LenderBorrower’s Knowledge, no Tenant has any intention to use its leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any petroleum product or any other Hazardous Substances, and no other Person has any interest therein except (p) all existing Leases are subordinate to the tenants thereunderSecurity Instrument either pursuant to their terms or a recorded subordination agreement.

Leases. The rent roll attached hereto as Schedule 8 (a) Borrower is the "RENT ROLL"sole owner of the entire ------ lessor's interest in the Leases; (b) is trueto the best knowledge of Borrower, complete the Leases are valid and correct enforceable; (c) the terms of all alterations, modifications and amendments to the Property is not subject Leases are reflected in the certified occupancy statement delivered to any and approved by Lender; (d) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated by Borrower other than to Lender; (e) none of the Rents have been collected for more than one (1) month in advance; (f) the premises demised under the Leases described in the Rent Roll. Except as set forth on the Rent Roll: (i) each Lease is in full force have been completed and effect; (ii) the tenants under the Leases have accepted the same and have taken possession of and are in occupancy the same on a rent-paying basis; (g) to the best knowledge of all of their respective demised premisesBorrower, have commenced the payment of rent under the Leases, and there are exist no offsets, claims offsets or defenses to the enforcement thereofpayment of any portion of the Rents; (iiih) all rents due and payable under the Leases have been paid and no portion thereof has been paid for Lease contains an option to purchase, right of first refusal to purchase, or any period more than 30 days in advanceother similar provision; (ivi) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim person or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, no Person entity has any possessory interest in, or right to occupy, the Property except under the terms of the and pursuant to a Lease; and (xij) each Lease is subordinate to this Security Instrument and the Loan Documents, tenant under each Lease agrees to attorn to Lender either pursuant to its terms or pursuant to a recorded subordination and attornment agreement. None ; (k) there are no prior assignments, pledges, hypothecations or other encumbrances by Borrower of any Leases or any portion of Rents due and payable or to become due and payable thereunder which are presently outstanding and have priority to the assignment of rents executed in connection with this Security Instrument; and (l) the Property is not subject to any Lease other than the Leases contains any option described in the rent rolls delivered pursuant to purchase or right of first refusal 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 thereunderLoan Agreement.

Leases. The rent roll To each Borrower’s actual knowledge after due inquiry and except as set forth on Schedule VII attached hereto as Schedule 8 hereto, (a) the "RENT ROLL") is true, complete and correct and the Property is Properties are not subject to any Leases other than the Leases described in the Rent Roll. Except as set forth on the Rent Roll: said Schedule VII, (ib) each Borrower is the owner and lessor of the landlord’s interest in each such Lease is affecting its Property, (c) no Person has any possessory interest in any Property or any right to occupy the same except under and pursuant to the provisions of such Leases, (d) all commercial Leases are 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, effect and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due material defaults thereunder by either party 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 Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledge, 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 whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute such a default; material defaults thereunder, (vie) the copies of the commercial Leases delivered to Borrowers' best knowledgeLender are true and complete, and there is are no present material default oral agreements with respect thereto, (f) no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (g) all work to be performed by the landlord under each Lease has been performed as required in such Lease 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 any Borrower to any tenant has already been received by such tenant, (h) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect, (i) no commercial tenant listed on Schedule VII has assigned its Lease or sublet all or any portion of the premises demised thereby, no such commercial tenant holds its leased premises under assignment or sublease, nor does anyone except such commercial tenant and its employees occupy such leased premises, (j) no 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) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, no Person has any possessory interest in, a right or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either option pursuant to its terms such Lease or pursuant to a subordination and attornment agreement. None of the Leases contains any option otherwise to purchase or right of first refusal to purchase the Property all or any part thereof. Neither of the Leases nor Property of which the Rents have been assigned or pledged except to Lenderleased premises are a part, and (k) no other Person tenant under any Lease has any interest therein except right or option for additional space in the tenants thereunderImprovements.

Leases. The rent roll attached hereto as Schedule 8 (the "RENT ROLL") is true, complete and correct and the Trust Property is not subject to any Leases other than the Leases described in the Rent Rollrent roll delivered to Lender in connection with this Deed of Trust, together with the schedules and the exhibits attached to such rent roll (collectively, the "RENT ROLL") and any existing subleases thereunder. Except as set forth on No person has any possessory interest in the Rent Roll: Trust Property or right to occupy the same except under and pursuant to the provisions of the Leases (and any existing subleases thereunder). As of the date hereof (i) the Borrower is the owner and holder of the landlord's interest under each Lease; (ii) there are no prior assignments of the landlord's interest in any Lease or any portion of Rents which are presently outstanding and have priority over the Assignment of Leases and Rents (the "ASSIGNMENT OF LEASES AND RENTS"), dated the date hereof, given by Borrower to Lender and intended to be duly recorded; (iii) true and correct copies of the Leases have been delivered by Borrower to Lender and the Leases have not been further modified or amended, except as disclosed to Lender in writing on or prior to the date hereof; (iv) each Lease is in full force and effect; (iiv) 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 30 days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in except as disclosed on the Rent RollRoll or in any tenant estoppels delivered to Lender in connection with the Loans (collectively, and there is no claim or basis for a claim by the tenant thereunder for an adjustment "TENANT ESTOPPELS"), neither Borrower nor, to the rent; (v) to Borrowers' best Borrower's knowledge, no any tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part is in default under any of the landlord under any material terms, covenants or provisions of the Lease, and and, except as disclosed to Lender in writing, Borrower knows of no event has occurred which, with but for the passage of time or the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrowers' best knowledge, there is no present material an event of default by the tenant under any Lease; (vi) except as expressly set forth in the Leases, the Tenant Estoppels or on the Rent Roll, there are no offsets or defenses to the payment of any portion of the Rents; and (vii) all security deposits under Leases are except as set forth disclosed on the Rent Roll or in any Tenant Estoppel, all Rents due and are held consistent with Section 3.8; (viii) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) payable under each Lease is the validhave been paid in full and, binding except for estimated payments of operating expenses and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledgetaxes made by tenants in accordance with their Leases, 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 contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the said Rents have been assigned or pledged except to Lenderpaid more than one (1) month in advance of the due dates thereof. For purposes of the preceding sentence, and no other Person has any interest therein except the tenants thereunderterm "Lease" shall exclude subleases.

Leases. The rent roll attached hereto as Schedule 8 (the "RENT ROLL") is true, complete and correct and the Property is not subject to any Leases other than the Leases applicable to the Property described in the Rent RollSchedule I attached hereto and made a part hereto. Except as set forth on the Rent RollSchedule V: (i) each Lease is no Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases; (ii) except as set forth in any estoppel certificate delivered to Lender in connection with the closing, the current Leases are 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, effect and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due defaults thereunder by either party 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 Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledge, 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 whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute defaults thereunder; (iii) no Rent (excluding unapplied security deposits) has been paid more than one (1) month in advance of its due date; (iv) except for the Punch List Items, all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any tenant has already been received by such a defaulttenant except for the Unfunded Tenant Allowances as set forth in the Escrow Agreement; (v) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein, other than in connection with financings being satisfied from the proceeds of the Loan; (vi) to Borrowers' best knowledgeexcept as identified on Schedule I hereto, there is no present material default by tenant listed on Schedule I has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under any Leaseassignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises; (vii) all security deposits under Leases are except as set forth on in the Rent Roll State Street Lease, no tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part; and are held consistent with Section 3.8; (viii) Borrowers are except as set forth in the sole owner of the entire lessor's interest in each State Street Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, no Person tenant under any Lease has any possessory interest in, right or right to occupy, option for additional space in 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 contains any option to purchase or right of first refusal 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 thereunderImprovements.

Leases. The rent roll attached hereto (a) Mortgagor hereby represents and warrants that, as Schedule 8 (of 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. Except as set forth on the Rent RollEffective Date: (i) each Lease Operator is the lessor under all Major Leases (except with respect to the Operating Lease, under which the Operator is the lessee), (ii) to the best of Mxxxxxxxx's knowledge, no Person (other than hotel guests or with respect to Permitted Liens) has any possessory interest in any Property or right to occupy the same except under and pursuant to the provisions of the Major Leases and the Management Agreement; (iii) to the best of Mxxxxxxxx's knowledge, the Major Leases are in full force and effect; (ii) the tenants effect and there are no material defaults by Mortgagor or any Tenant 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 Leasesany Major Lease, 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 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) to Borrowers' best knowledge, 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 whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute such a default; (vi) to Borrowers' best knowledge, there is no present material default by the tenant defaults under any Major Lease; (viiiv) with respect to each Major Lease, to the best of Mortgagor's knowledge, (u) no Rent has been paid more than one (1) month in advance of its due date, (v) there are no offsets or defenses to the payment of any portion of the Rents, (w) all security deposits work to be performed by Mortgagor under Leases are each Major Lease has been performed as set forth on the Rent Roll required and are held consistent with Section 3.8; (viii) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and has been accepted by the applicable tenant thereunder; Tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Mxxxxxxxx to any Tenant have already been received by such Tenant, (x) to Borrowers' best knowledgethere has been no prior sale, no Person has transfer or assignment, hypothecation or pledge of any possessory interest in, Major Lease or right to occupy, the Property except under the terms of the Lease; Rents received therein which is still in effect, (y) no Tenant under any Major Lease has sublet all or any portion of the premises demised thereby, nor does anyone except such Tenant and its employees occupy such leased premises other than with respect to Permitted Liens, and (xiz) each no Tenant under any Major Lease is subordinate to the Loan Documents, either has a right or option pursuant to its terms such Major Lease or pursuant to a subordination and attornment agreement. None of the Leases contains any option otherwise to purchase or right of first refusal to purchase the Property all or any part thereof. Neither of the Leases nor the Rents have been assigned Property; or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderright or option for additional space which constitutes Property.

Leases. The rent roll attached hereto as Schedule 8 (Rent Rolls for the "RENT ROLL") is Lake Elsinore Project and the Xxxx Cannery Project are true, complete and correct and accurate as of the Property is not subject to any Leases other than respective dates thereof. Except for the Leases described in and Licenses, there are no other material leases, subleases, licenses or other agreements with Horizon/Xxxx or Second Horizon Partnership providing for the Rent Rolloccupancy of any of the Horizon/Xxxx Properties (including the Lake Elsinore Land). Except as set forth on the Rent RollWith respect to each Lease: (i) each Lease it has been duly and validly executed and delivered by Horizon/Xxxx or its predecessors-in-interest or by Second Horizon Partnership or its predecessors-in-interest, as the case may be, as landlord, and, to Horizon/Glen's Knowledge, by the other parties thereto (or by one of their respective predecessors-in-interest); (ii) [it is in full force and effect; (iieffect except for any Leases terminated after the date hereof and prior to the Closing Date in accordance with their terms or following a material default by the Tenant thereunder;](iii) the tenants under the Leases have accepted possession of copy thereof delivered to C&C is true, accurate and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, complete 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 30 days in advanceis unmodified; (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 with respect to the rent; (v) to Borrowers' best knowledge, no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part obligations of the landlord under any such Lease, and all amounts to be paid by landlord, including amounts for Tenant allowances or Improvements have been paid in accordance with the terms of each Lease, (v) with respect to any Lease of the Lake Elsinore Project, no material default or event of default by the Landlord exists thereunder and, with respect to the obligations of the Tenant under any such Lease, to Horizon/Glen's Knowledge, no material default or event of default beyond applicable cure periods exists thereunder, nor to Horizon/Glen's Knowledge, has any event occurred which, with the passage of time or the giving of notice or passage of time, or both, would constitute such become a defaultmaterial default thereunder; (vi) with respect to Borrowers' best knowledgethe Xxxx Cannery Project, there is no present material default each Lease may validly be assigned to and assumed by the tenant under Company, and any Leaseand all consents to such assignment and assumption have been obtained by Horizon/Xxxx; and (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8; (viii) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, 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 contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lenderwere negotiated at arm's length, and no other Person neither Horizon/Xxxx nor any Affiliate of Horizon/Xxxx (a) has any interest therein beneficial or other ownership interest, directly or indirectly, in any Tenant, or (b) has guaranteed in whole or in part, directly or indirectly, any obligation of a Tenant under any Lease. Horizon/Xxxx (i) is the present tenant under the Existing Xxxx Lease, (ii) has not assigned, pledged or contracted to assign or pledge any of its rights under the Existing Xxxx Lease except pursuant to this Agreement, and (iii) has the tenants thereunderright, power and authority to contribute the Existing Xxxx Lease to the Company pursuant to the Horizon Cannery Leasehold Assignment and Assumption Agreement subject to the consent of Landlord pursuant to the Landlord Consent and Assignment and Assumption of Lease and Release of Assignor.

Leases. The rent roll attached hereto With respect to the Leases: (a) the Rent Roll dated as Schedule 8 (of the "RENT ROLL") Closing Date is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the identified on such Rent Roll. Except ; (b) Borrower has delivered to Lender complete and accurate copies of all Leases and no verbal or written agreements exist which terminate, modify or supplement the Leases, except as set forth on the Rent Roll: otherwise disclosed to Lender in writing and acknowledged by Lender; (ic) 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, effect and there are no offsetsdefaults thereunder by either party known to Borrower ; (d) each Lease, claims or defenses by its terms, is subordinate to the enforcement thereoflien of the Security Instrument or the subject of a separate subordination agreement subordinating the Lease to the lien of the Security Instrument; (iiie) 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 Mortgage Borrower or Lessee 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) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's ’s interest in each Leasethe Leases and has not assigned, pledged or otherwise transferred the Rents reserved in the Leases (except to Mortgage Lender); (ixf) all of the Leases are bona fide, arms-length agreements with tenants (except for Lessee under the Operating Lease) unrelated to Borrower; (g) none of the Rents 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 Mortgage Borrower, Lessee or Property Manager in the full amount reported on the Rent Roll; (i) except as set forth on Exhibit L to the Mortgage Loan Agreement, all work to be performed by Mortgage Borrower under each Lease is the valid, binding has been performed as required and enforceable obligation of such Borrower and has been accepted unconditionally by the applicable tenant thereundertenant; (xj) to Borrowers' the best of Borrower’s and Mortgage Borrower’s knowledge, no Person offsets or defenses exist in favor of any tenant to the payment of any portion of the Rents and neither Borrower nor Mortgage Borrower has any possessory interest inmonetary 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) no tenant under any Lease is in default thereunder, or right is a debtor in any bankruptcy, reorganization, insolvency or similar proceeding, or has demonstrated, to occupyBorrower’s knowledge, the Property except under the terms a history of the Leasepayment problems which suggest financial difficulty; and (xim) each no Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any an option to purchase or purchase, right of first refusal to purchase purchase, or any other similar provision; and (n) no brokerage commissions, finders fees or similar payment obligations are due and unpaid by Mortgage Borrower or any Affiliate of Mortgage Borrower regarding any Lease. No portion of the Property is licensed to or occupied by any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no Affiliate of Mortgage Borrower other Person has any interest therein except the tenants thereunderthan Lessee.

Leases. The rent roll attached hereto as Schedule 8 (the "RENT ROLL") is true, complete and correct and the Trust Property is not subject to any Leases other than the Leases described in the Rent Rollrent roll delivered to Lender in connection with this Deed of Trust, together with the schedules and the exhibits attached to such rent roll (collectively, the "RENT ROLL") and any existing subleases thereunder. Except as set forth on No person has any possessory interest in the Rent Roll: Trust Property or right to occupy the same except under and pursuant to the provisions of the Leases (and any existing subleases thereunder). As of the date hereof (i) the Borrower is the owner and holder of the landlord's interest under each Lease; (ii) there are no prior assignments of the landlord's interest in any Lease or any portion of Rents which are presently outstanding and have priority over the Assignment of Leases and Rents (the "ASSIGNMENT OF LEASES AND RENTS"), dated the date hereof, given by Borrower to Lender and intended to be duly recorded; (iii) true and correct copies of the Leases have been delivered by Borrower to Lender and the Leases have not been further modified or amended, except as disclosed to Lender in writing on or prior to the date hereof; (iv) each Lease is in full force and effect; (iiv) 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 30 days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in except as disclosed on the Rent RollRoll or in any tenant estoppels delivered to Lender in connection with the Loans (collectively, and there is no claim or basis for a claim by the tenant thereunder for an adjustment 'TENANT ESTOPPELS"), neither Borrower nor, to the rent; (v) to Borrowers' best Borrower's knowledge, no any tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part is in default under any of the landlord under any material terms, covenants or provisions of the Lease, and and, except as disclosed to Lender in writing, Borrower knows of no event has occurred which, with but for the passage of time or the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrowers' best knowledge, there is no present material an event of default by the tenant under any Lease; (vi) except as expressly set forth in the Leases, the Tenant Estoppels or on the Rent Roll, there are no offsets or defenses to the payment of any portion of the Rents; and (vii) all security deposits under Leases are except as set forth disclosed on the Rent Roll or in any Tenant Estoppel, all Rents due and are held consistent with Section 3.8; (viii) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) payable under each Lease is the validhave been paid in full and, binding except for estimated payments of operating expenses and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledgetaxes made by tenants in accordance with their Leases, 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 contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the said Rents have been assigned or pledged except to Lenderpaid more than one (1) month in advance of the due dates thereof. For purposes of the preceding sentence, and no other Person has any interest therein except the tenants thereunderterm "Lease" shall exclude subleases.

Leases. The rent roll attached hereto Borrower shall provide the Administrative Agent with ------ a copy of each Material Lease and each lease to which the Borrower or any of its Restricted Subsidiaries is a party as Schedule 8 (the "RENT ROLL") is truelessor. The Borrower shall, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll. Except as set forth on the Rent Roll: shall cause each of its Subsidiaries to, (i) comply, in all material respects, with all of its obligations under each Lease is now or hereafter held by the Borrower or such Subsidiary, as the case may be, except for such non-compliances, individually or in full force and effect; the aggregate, that have no reasonable likelihood of having a Material Adverse Effect, (ii) provide the tenants Administrative Agent with a copy of each notice of default under any Material Lease received by the Leases have accepted possession Borrower or any of its Restricted Subsidiaries immediately upon receipt thereof 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 deliver to the enforcement thereof; Administrative Agent a copy of each notice of default sent by the Borrower or any of its Restricted Subsidiaries under any Material Lease simultaneously with its delivery of such notice under such Material Lease, (iii) all rents due notify the Administrative Agent at least 14 days prior to the date the Borrower or any of its Restricted Subsidiaries takes possession of, or becomes liable under, any new Material Lease, whichever is earlier, 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) upon the rent payable under each Administrative Agent's request, promptly execute, deliver and record a first priority leasehold mortgage in favor of the Administrative Agent for the ratable benefit of the Secured Parties should the Borrower or any of its Restricted Subsidiaries hereafter enter into a Material Lease, which Material Lease is shall expressly permit the amount of fixed rent set forth in mortgaging thereof to the Rent RollAdministrative Agent, contain non-disturbance provisions satisfactory to the Agents and there is no claim or basis for a claim such other customary lender protections as may be required by the tenant thereunder for Agents, together with, if reasonably requested by the Agents, at the Borrower's sole cost and expense, a title insurance policy in an adjustment amount reasonably requested by the Agents and a current ALTA survey and surveyor's certificate, in each case, in form and substance satisfactory to the rent; (v) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, 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 contains any option to purchase or right of first refusal 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 thereunderAgents.

Leases. The rent roll attached hereto as Schedule 8 With respect to the Leases: (a) the "RENT ROLL") Rent Roll certified by Borrower and dated on or about the Closing Date is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the identified on such Rent Roll. Except as set forth on the Rent Roll: (i) each Lease is in full force and effect; (iib) the tenants under the Leases have accepted possession of Borrower has delivered to Lender complete and are in occupancy accurate copies of all of their respective demised premisesLeases and no verbal or written agreements exist which terminate, have commenced the payment of rent under modify or supplement the Leases, except as otherwise disclosed to Lender in writing and there are no offsetsacknowledged by Lender; (c) each Lease, claims or defenses by its terms, is subordinate to the enforcement thereoflien of the Security Instrun1ent or the subject of a separate subordination agreement subordinating the Lease to the lien of the Security Instrument; (iiid) 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 Borrower 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) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in the Leases and has not assigned, pledged or otherwise transferred the Rents reserved in the Leases (except to Lender); (e) all of the Leases are bona fide, arm's-length agreements with tenants unrelated to Borrower; (f) none of the Rents has 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); (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 or alternatively, if any work is not yet complete, Borrower is not in default of its obligations thereunder with respect to such work; (i) 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; G) Borrower has not received notice from any tenant challenging the validity or enforceability of any Lease; (ixk) all payments due from tenants under the Leases are current; (1) no tenant under any Lease is in default thereunder, or is a debtor in any bankruptcy, reorganization, insolvency or similar proceeding, or has demonstrated a history of payment problems which suggest financial difficulty; (m) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, 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 contains a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase (but no option to purchase or related provision); provided, however, that such right shall not apply to Lender in connection with a foreclosure, deed-in-lieu of foreclosure or any other enforcement action under the Loan Documents, but such right shall apply to subsequent purchasers of the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to from Lender, and no Lease contains any other Person has similar provision that is otherwise not subordinate to the lien of the Security Instrument pursuant to the terms of a subordination agreement delivered in connection with the closing of the Loan; and (n) no brokerage commissions, finders fees or similar payment obligations are due and unpaid by Borrower or any interest therein except 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 tenants thereunderTI/LC Reserve Account.

Leases. The rent roll attached hereto as Schedule 8 (the "RENT ROLL") is true, complete and correct and the Property is Mortgagor will not subject to any Leases other than the Leases described in the Rent Roll. Except as set forth on the Rent Roll: (i) each Lease is in full force and effect; execute an assignment of the rents or any part thereof from the Premises without Mortgagee’s prior consent, (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises[intentionally omitted], 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 modify or terminate any lease except for any period more than 30 days in advance; valid business purposes, (iv) the rent payable accept prepayments of any installments of rents to become due under each Lease is the amount of fixed rent set forth such leases, except prepayments in the Rent Rollnature of security for the performance of the lessees thereunder, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) modify, release or terminate any guaranties of any such lease except for valid business purposes or (vi) in any other manner impair the value of the Mortgaged Property or the security hereof. Mortgagor will not execute any lease of all or a substantial portion of the Premises except for actual occupancy by the lessee thereunder, and will at all times promptly and faithfully perform, or cause to Borrowers' best knowledgebe performed, no tenant has made any claim against all of the landlord under any Lease which remains outstandingcovenants, there are no defaults conditions and agreements contained in all leases of the Premises or portions thereof now or hereafter existing, on the part of the landlord lessor thereunder to be kept and performed and will at all times do all things necessary to compel performance by the lessee under each lease of all obligations, covenants and agreements by such lessee to be performed thereunder. If any Lease, and no event has occurred which, with of such leases provide for the giving by the lessee of notice or passage certificates with respect to the status of timesuch leases, Mortgagor shall exercise its right to request such certificates within five (5) days of any demand therefor by Mortgagee and shall deliver copies thereof to Mortgagee promptly upon receipt. Each lease of the Premises, or bothof any part thereof, would constitute such a default; (vi) to Borrowers' best knowledgeshall provide that, there is no present material default by in 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) Borrowers are the sole owner event of the entire lessor's enforcement by Mortgagee of the remedies provided for hereby or by law, the lessee thereunder will, upon request of any person succeeding to the interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of Mortgagor as a result of such Borrower and enforcement, automatically become the applicable tenant thereunder; lessee of said successor in interest, without change in the terms or other provisions of such lease, provided, however, that said successor in interest shall not be bound by (i) any payment of rent or additional rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by said lessee of its obligations under said lease or (ii) any amendment or modification of the lease made without the consent of Mortgagee or such successor in interest. Each lease shall also provide that, (x) the lease is subordinate to Borrowers' best knowledgethis Mortgage (but shall also provide that Mortgagee, no Person has at its option, may subordinate this Mortgage to such lease) and (y) upon request by said successor in interest, such lessee shall execute and deliver an instrument or instruments confirming such attornment. To the extent that any possessory interest inpart of the Premises is located in the State of New York, reference is hereby made to Section 291-f of the Real Property Law of the State of New York for the purpose of obtaining for Mortgagee the benefits of said Section in connection herewith. From and after the occurrence of an Event of Default, Mortgagor shall, promptly upon Mortgagee’s request, deposit all tenant security deposits in respect of the Premises into an account with Mortgagee or right as designated by Mortgagee, which deposits shall be held and disbursed to occupy, the Property except tenants as required 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 contains any option to purchase or right of first refusal 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 thereundertheir respective leases.

Leases. The rent roll attached hereto as Schedule 8 II (the "RENT ROLL"“Rent Roll”) is true, complete and correct in all material respects and the Property is not subject to any Leases other than the Leases described in on the Rent Roll. Xxxxxxxx has delivered to Administrative Agent the DCAS Lease and the DCAS Lease has not been amended or modified. Xxxxxxxx is the owner and lessor of landlord’s interest in the Leases. No Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases described on the Rent Roll, arrearage reports and Tenant estoppels delivered to and approved by Administrative Agent. Except as set forth on the Rent Roll, and to Borrower’s knowledge: (i) each Lease is the Leases are in full force and effect; effect and there are no defaults thereunder by either party, (ii) Borrower has delivered to Administrative Agent all the tenants copies of the Leases in Borrower’s possession, (iii) no Rent (other than security deposits) has been paid more than one (1) month in advance of its due date, (iv) except as disclosed on Schedule III attached hereto and the work contemplated by the DCAS Lease, all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant, (v) 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 or are to be received by the Tenant after the date hereof pursuant to the express terms of the applicable Lease, (vi) except as set forth in the Rent Roll and with respect to the DCAS Lease, the Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, Property and have commenced the payment of full, unabated rent under the Leases, (vii) Borrower has delivered to Administrative Agent a true, correct and there 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, (viii) 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 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) to Borrowers' best knowledge, no tenant has made any claim against the landlord Tenant under any Lease which remains outstanding(or any sublease) is a Borrower Related Party, (ix) the Tenants under Leases are open for business and paying full, unabated rent and no Tenant has requested to discontinue its business at its demised premises, (x) other than pursuant to the Leasing Agreement, there are no defaults on brokerage fees or commissions due and payable in connection with the leasing of space at the Property, 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, and (xi) to Borrower’s knowledge, no Tenant has or is asserting any claim of offset or other defense, counterclaim or other claim in respect of such Xxxxxx’s obligations or the lessor’s rights under any Lease. No Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the landlord under any Lease, and no event has occurred which, with leased -76- premises or the giving building of notice or passage of time, or both, would constitute such which the leased premises are a default; (vi) to Borrowers' best knowledge, there part. Borrower 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) Borrowers are the sole owner of the lessor’s entire lessor's right, title and interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, 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 agreementLeases. None of the Leases contains any option to purchase or right of first refusal 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.3.1.23

Leases. The rent roll attached hereto as Schedule 8 Debtor agrees that all leases of the Collateral shall include a provision providing that Debtor may assign its interest in the Collateral without the prior written consent of the lessee under such lease. Dated: ------------------------------- DEBTOR: W & W LEASING COMPANY, INC. ------------------------------------- Name of individual, corporation or partnership By Title ------------------------------------------------ -------------------- If corporation, have signed by President, Vice President or Treasurer, and give official title. If owner or partner, state which. SECURED PARTY: THE CIT GROUP/EQUIPMENT FINANCING, INC. By Title ----------------------------------------------- --------------------- To: -------------------------------------------------------------------- Address --------------------------------------------------------------------- City State Zip Code Rural/Metro Corporation, a Delaware corporation, requests you to extend credit to or to purchase security agreements, leases, notes, accounts and/or other obligations (herein generally termed "paper") of or from or otherwise to do business with ------------------------------------------------------------------------------- Company City State hereinafter called the "RENT ROLL") Company," and to induce you so to do and in consideration thereof and of benefits to accrue to each of us therefrom, we, as a primary obligor, unconditionally guarantee to you that the Company will fully and promptly pay and perform all its present and future obligations to you, whether direct or indirect, joint or several, absolute or contingent, secured or unsecured, matured or unmatured and whether originally contracted with you or otherwise acquired by you, irrespective of any invalidity or unenforceability of any such obligation or the insufficiency, invalidity or unenforceability of any security therefor; and agrees, without your first having to proceed against the Company or to liquidate paper or any security therefor, to pay on demand all sums due and to become due to you from the Company and all reasonable losses, costs, attorneys' fees or expenses which may be suffered by you by reason of the Company's default or default of any of the undersigned hereunder; and agrees to be bound by and on demand to pay any deficiency established by a sale of paper and/or security held, with or without notice to us. This guaranty is truean unconditional guarantee of payment and performance. We shall not be released or discharged, complete either in whole or in part, by your failure or delay to perfect or continue the perfection of any security interest in any property which secures the obligations of the Company or us to you, or to protect the property covered by such security interest. No termination shall be effective except by notice sent to you by certified mail return receipt requested naming a termination date effective not less than 90 days after the receipt of such notice by you; or affect any transaction effected prior to the effective date of termination. We waive: notice of acceptance hereof; presentment, demand, protest and correct and the Property is not subject notice of nonpayment or protest as to any Leases note or obligation signed, accepted, endorsed or assigned to you by the Company; any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other than claim which we may now or hereafter have against the Leases described in Company or any other person directly or contingently liable for the Rent Roll. Except as set forth obligations guaranteed hereunder, or against or with respect to the Company's property (including, without limitation, property collateralizing its obligations to you), arising from the existence or performance of this guaranty; all exemptions laws and any other demands and notices required by law; all setoffs and counterclaims; any and all defenses based on the Rent Roll: suretyship or any other applicable law, including without limitation all rights and defenses arising out of (i) each Lease is in full force an election of remedies by you even though that election of remedies may have destroyed rights of subrogation and effect; reimbursement against the Company by operation of law or otherwise, (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 protections afforded to the enforcement thereof; Company pursuant to antideficiency or similar laws limiting or discharging the Company's obligations to you, (iii) 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; invalidity or unenforceability of this guaranty, (iv) the rent payable under each Lease is failure to notify us of the amount disposition of fixed rent set forth in any property securing the Rent Rollobligations of the Company, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledgethe commercial reasonableness of such disposition or the impairment, no tenant has made any claim against the landlord under any Lease which remains outstandinghowever caused, there are no defaults on the part of the landlord under any Leasevalue of such property, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) any duty on your part (should such duty exist) to Borrowers' best knowledgedisclose to us any matter, there is no present material default by fact or thing related to the tenant under any Lease; business operations or condition (viifinancial or otherwise) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8; (viii) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is Company or its affiliates or property, whether now or hereafter known by you. You may at any time and from time to time, without our consent, without notice to us and without affecting or impairing the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledgeany of us hereunder, no Person has do 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 contains any option to purchase or right of first refusal 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.following:

Leases. The rent roll attached hereto as Schedule 8 A12 to the disclosure letter (the "RENT ROLLRent Roll") is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll. Except as set forth on the Rent RollRoll and other due diligence information provided to Investor, and to Company's knowledge: (i) each Lease is in full force and effecteffect and all conditions precedent to each tenant's obligations under the related Lease have been satisfied; (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 30 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) to Borrowers' best knowledge, 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 Borrowers' best knowledgethe knowledge of the Company, 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 3.8Roll; (viii) Borrowers are the Company or any of its Subsidiaries is the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower the Company and/or the applicable Subsidiaries and the applicable tenant thereunder; (x) to Borrowers' best knowledge, no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Leases; (xi) all work to be performed by the landlord under each Lease has been performed as required and has been accepted by the tenant under such Lease; (xii) 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 any Lease has already been received by such tenant; (xiii) no tenant under any Lease (or any sublease) is an Affiliate of Company; (xiv) all tenants under the Leases are open for business and paying full, unabated rent; (xv) there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property; and (xixvi) each no tenant under any Lease is subordinate has assigned its Lease or sublet all or any portion of the premises demised thereby. The copies of the Leases delivered to the Loan DocumentsInvestor are true, either pursuant to its terms or pursuant to a subordination correct and attornment agreementcomplete, and there are no oral agreements with respect thereto. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents rents payable thereunder have been assigned or pledged pledged, except to Lenderthe Investor, and no other Person has any interest therein except the tenants thereunder. To the knowledge of the Company, no tenant has made an assignment for the benefit of creditors, or is subject to any federal or state bankruptcy or reorganization arrangement pursuant to federal bankruptcy law or any similar federal or state law, or any proceeding for the dissolution or liquidation of such tenant.

Leases. The rent roll attached hereto as Schedule 8 7 (the "RENT ROLLRent Roll") is true, complete and correct and the no Property is not subject to any Leases other than the Leases described in the Rent Roll. Except as set forth on the Rent Roll: (ia) each Lease is in full force and effect; (iib) 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; (iiic) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than 30 thirty (30) days in advance; (ivd) 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; (ve) to Borrowers' best knowledge, no tenant has made any claim against the landlord under any Lease which remains outstanding, and to Borrowers' knowledge 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; (vif) to Borrowers' best actual knowledge, there is no present material default by the tenant under any Lease; (viig) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.83.9 hereof; (viiih) Borrowers are the applicable Borrower is the sole owner of the entire lessor's interest in each Lease; (ixi) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (xj) to Borrowers' best knowledge, no Person has any possessory interest in, or right to occupy, the any Property except under the terms of the LeaseLeases; and (xik) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement; (l) all work to be performed by the applicable Borrower under each Lease has been performed as required and has been accepted by the applicable tenant under such Lease; (m) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by any Borrower to any tenant under any Lease has already been received by such tenant; (n) no tenant under any Lease (or any sublease) is an Affiliate of any Borrower; (o) all tenants under the Leases are open for business and paying full, unabated rent; (p) there are no brokerage fees or commissions due and payable in connection with the leasing of space at any Property, 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; (q) no tenant under any Lease has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises; (r) no tenant under any Lease has any right or option for additional space in the Improvements; and (s) each tenant is free from bankruptcy or reorganization proceedings. The copies of the Leases delivered to Lender are true, complete and accurate in all respects, and there are no oral agreements with respect thereto. None of the Leases contains any option to purchase or right of first refusal to purchase the any Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to LenderLender or except to any prior unaffiliated lender in connection with any prior loan that has been repaid in full and the obligations under which have been fully and finally extinguished, and no other Person has any interest therein except the tenants thereunder.

Leases. The rent roll attached hereto as Schedule 8 Each of Borrower and Operating Tenant represents and warrants to Lender with respect to the Operating Lease that: (the "RENT ROLL"i) is true, complete and correct and the Property is not subject to any Leases other than the Leases described Operating Lease, (ii) Borrower is the sole owner of the entire lessor’s interest in the Rent Roll. Except as set forth on Operating Lease, (iii) the Rent Roll: (i) each Operating 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 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) to Borrowers' best knowledge, 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 Leasethereunder by either party, and there are no event has occurred whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute such a default; defaults thereunder, (iv) the copy of the Operating Lease delivered to Lender is true and complete, and there are no oral agreements with respect thereto, (v) no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, all Rents due have been paid in full and Operating Tenant is not in arrears in its payment of Rent, (vi) there exist no offsets or defenses to Borrowers' best knowledgethe payment of any portion of the Rents, there is no present material default by the tenant under any Lease; (vii) all security deposits Borrower has no monetary obligation to Operating Tenant under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8; Operating Lease, (viiiviiii) Borrowers are Borrower has received no notice from Operating Tenant challenging the sole owner validity or enforceability of the entire lessor's interest in each Operating Lease; , (ix) each all work to be performed by Borrower under the Operating Lease is the validhas been performed as required and has been accepted by Operating Tenant, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) no payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements are required to Borrowers' best knowledgebe given by Borrower to Operating Tenant, 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 Operating Tenant does not have a right or option pursuant to the Loan Documents, either pursuant to its terms Operating Lease or pursuant to a subordination and attornment agreement. None of the Leases contains any option otherwise to purchase or right of first refusal to purchase the Property all or any part thereof. Neither of the Leases nor leased premises or the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except Improvements of which the tenants thereunderleased premises are a part.

Leases. The rent roll attached hereto as Schedule 8 Borrower represents and warrants to Lender with respect to the Leases that: (the "RENT ROLL"a) is true, complete and correct and the Property is not subject to any Leases other than the (1) that certain Lease Agreement dated as of December 1, 1997 by and between Capstar Westchase Partners LP, d/b/a The Westchase Hilton and Towers and Xxxx Xxxxxxxx (as amended, renewed, modified or restated), and (2) that certain Lease Agreement, dated as of February 15, 1990 by and between Westchase Holding Ltd. and Xxxxxx and wife Xxxxxxx English (as amended, renewed, modified or restated), (b) such Leases described in the Rent Roll. Except as set forth on the Rent Roll: (i) each Lease is are in full force and effect; effect and there are no defaults thereunder by either party, (iic) the tenants under copies of the Leases have accepted possession of delivered to Lender are true and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leasescomplete, and there are no offsetsoral agreements with respect thereto, claims or defenses to the enforcement thereof; (iiid) all rents due and payable under the Leases have been paid and no portion thereof Rent (including security deposits) has been paid for any period more than 30 days one (1) month in advance; advance of its due date, (ive) the rent payable all work to be performed by Borrower under each Lease is the amount of fixed rent set forth in the Rent Roll, has been performed as required and there is no claim or basis for a claim has been accepted by the tenant thereunder for an adjustment applicable Tenant, (f) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to the rent; be given by Borrower to any Tenant has already been received by such Tenant, (vg) all security deposits, if any, are being held in accordance with Legal Requirements, (h) Borrower has no knowledge of any notice of termination or default with respect to Borrowers' best knowledge, 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 (i) Borrower has occurred which, with the giving of notice not assigned or passage of time, or both, would constitute such a default; (vi) to Borrowers' best knowledge, there is no present material default by the tenant under pledged 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) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, no Person has any possessory interest in, or right to occupyLeases, the Property rents or any interests therein except under the terms of the Lease; and to Lender, (xij) each Lease is subordinate to the Loan Documents, either pursuant to its terms no Tenant or pursuant to a subordination and attornment agreement. None of the Leases contains any other party has an option to purchase or right of first refusal or offer, to purchase the Property all or any part thereof. Neither portion of the Property, (k) no Tenant under a Major Lease has the right to terminate its Lease prior to expiration of the stated term of such Lease, and (1) all existing Leases other than the Leases nor which are included as a Permitted Encumbrance are subordinate to the Rents have been assigned Mortgage either pursuant to their terms or pledged except to Lender, and no other Person has any interest therein except the tenants thereundera recorded subordination agreement.

Leases. The rent roll attached hereto as Schedule 8 Borrower represents and warrants to Lender with respect to the Leases that: (the "RENT ROLL"a) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in Existing Leases, (b) the Rent Roll. Except as set forth on the Rent Roll: (i) each Major 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, effect and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due defaults thereunder by any party thereto 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 Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledge, 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 whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute such a default; defaults thereunder, (vic) the copy of the Major Lease delivered to Borrowers' best knowledgeLender is true, correct and complete, and there is are no present material default oral agreements with respect thereto, (d) no Rent (including security or other deposits) has been paid more than one (1) month in advance of its due date, (e) all work to be performed by the tenant landlord under the Major Lease has been performed as required and has been accepted by Guarantor, (f) there are no payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant, (g) all security or other deposits are being held in accordance with the Major Lease and all applicable Legal Requirements, (h) Borrower has no knowledge of any notice of termination or default with respect to the Major Lease; (viii) all security deposits under Leases are as set forth on Borrower has not assigned or pledged the Rent Roll and are held consistent with Section 3.8Major Lease, the rents or any interest therein except to Lender; (viiij) Borrowers are no Person has an option, right of first refusal or offer or any other preferential right to purchase all or any portion of, or interest in, the sole owner Property, other than the Columbia First Right; (k) Guarantor has not assigned the Major Lease or sublet all or any portion of the entire lessor's interest in each premises demised thereby other than pursuant to the Existing Leases, (l) Guarantor does not have the right to terminate the Major Lease prior to expiration of the stated term of such Lease; (ixm) each Lease is no Hazardous Substances have been disposed, stored or treated by Guarantor on or under the valid, binding and enforceable obligation Property in violation of such Borrower and the applicable tenant thereunderLegal Requirements; (xn) Borrower does not have any knowledge of Guarantor's intention to Borrowers' best knowledgeuse its leased premises for any activity which, no Person has directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any possessory interest inpetroleum product or any other Hazardous Substances in violation of applicable Legal Requirements, or right to occupy, the Property except under the terms of the Lease; and (xio) each the Major Lease is subordinate to the Loan Documents, Security Instrument either pursuant to its their terms or pursuant to a recorded subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal 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. The rent roll attached hereto (a) Either Borrower or the applicable Joint Venture, as Schedule 8 (the "RENT ROLL") applicable, is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll. 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 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) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in each Leasethe Leases (other than resident care agreements) and Borrower, the relevant Operator (as to a Leased Facility) and/or Manager are the sole owners of the entire lessor's interest in the resident care agreements; (ixb) each Lease is the Leases (other than resident care agreements) are the valid, binding and enforceable obligation obligations of such Borrower and the applicable tenant or lessee thereunder and, with respect to the resident care agreements, the resident care agreements are the valid, binding and enforceable obligations of the Manager or the applicable Joint Venture, as applicable, and the applicable tenant or lessee thereunder; (xc) the terms of all alterations, modifications and amendments to Borrowers' best knowledgethe Leases are reflected in the certified rent roll statements delivered to and approved by Lender; (d) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated; (e) none of the Rents have been collected for more than one (1) month in advance; (f) 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 a rent-paying basis; (g) there exists no offset or defense to the payment of any portion of the Rents; (h) no Lease contains an option to purchase, right of first refusal to purchase, expansion right, or any other similar provision; (i) no Person has any possessory interest in, or right to occupy, the Property any Facility except under the terms of the and pursuant to a Lease; and (xij) each Lease (other than resident care agreements) is subordinate to the Loan Documents, either pursuant to its terms or pursuant a recorded subordination agreement; and (k) no Lease has the benefit of a non-disturbance agreement that would be considered unacceptable to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal 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 thereunderprudent institutional lenders.

Leases. The rent roll attached (a) Schedule 2 hereto as Schedule 8 (the "RENT ROLL") is true, complete and a correct and complete list of all Leases affecting any portion of the Property Building, setting forth with respect to each (i) the name of the Tenant, (ii) the date of the Lease and any modifications or supplements thereto (and any separate written guaranties of the Lease, if any), (iii) the basic annual rent currently payable by the Tenant, (iv) the escalations payable by the Tenant, (v) the space demised, (vi) the expiration date, (vii) all renewal options, (viii) all termination and/or contraction options exercisable by a Tenant, (ix) the amount of the deposit held by Seller thereunder, if any, and the form thereof (i.e. cash, letter of credit, or other form of security), (x) any work allowances payable under the Lease which have not been totally disbursed, (xi) any free rent period which has not yet expired, and (xii) any other concessions or monetary obligations of the landlord to a Tenant which have not yet expired or been paid in full, as the case may be. (b) There are no leases, tenancies, licenses or other occupancy agreements to which Seller is not subject to a party or by which Seller may be bound for any Leases portion of the Land or Building other than the Leases described in identified on Schedule 2; and Seller has delivered or made available to Buyer (or will, during the Rent RollStudy Period pursuant to Paragraph 32 hereof, deliver and make available to Buyer) true and complete copies of all of the Leases and related agreements listed on Schedule 2. (c) Except as otherwise specifically set forth on the Rent Rollin Schedule 2: (i) each Lease is All of the Leases are in full force and effecteffect in accordance with their respective terms, and none of the Leases has been modified, amended, renewed or extended; (ii) All tenant improvement and build out work required to be performed by the tenants landlord under the Leases has been done or will be performed prior to the Closing; (iii) All construction allowances or other sums to be paid to any of the Tenants have accepted possession been or will be paid in full prior to the Closing or funds sufficient to satisfy any allowance delivered to Buyer; (iv) The term of each of the Leases has commenced and are in occupancy of all of their respective each Tenant thereunder is occupying the space demised premises, have to it and has commenced the payment of rent, except that X.X. Xxxxxx, Inc. is paying its 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 30 days in advance; (iv) the rent payable under each Lease but 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 rentnot occupying its space; (v) to Borrowers' best knowledge, There is no tenant has outstanding and uncured claim of default made any claim against the landlord under any Lease which remains outstanding, there are no defaults of the Leases 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 defaultparty thereto; (vi) to Borrowers' 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) Borrowers are the sole owner None of the entire lessor's interest in each Lease; (ix) each Lease is Tenants has asserted, prior to the validdate hereof, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) any defense, setoff or counterclaim with regard to Borrowers' best knowledge, no Person has any possessory interest in, its tenancy or right to occupy, the Property except under the terms of the its Lease; and (xi) each Lease no action, proceeding or arbitration is subordinate to pending on the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal 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.date hereof with

Leases. The Leases listed on the rent roll attached hereto as Schedule 8 (Exhibit H and made a part hereof are, as of the "RENT ROLL") is truedate hereof, complete the only Leases of the Properties and correct and the Property is not subject to any none of such Leases other than the Leases described in the Rent Roll. Except have been modified, altered or amended except as set forth on Exhibit H. All information contained on Exhibit H is true, accurate and complete. Except as otherwise disclosed on Exhibit H, each of the Rent Roll: (i) each Lease Leases is in full force and effect; (ii) the tenants under the Leases have accepted possession of effect and are is enforceable 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 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) to Borrowers' best knowledge, 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 Leaseaccordance with its terms, and no breach, default or event has occurred which, with the giving of which would constitute a breach or default after notice or the passage of time, or both, would constitute such a default; (vi) to Borrowers' best knowledge, there is no present material default by the tenant exists under any Lease; (vii) all security deposits under of the Leases are on the part of any party thereto. Except as otherwise set forth on Exhibit H: (a) the Rent Roll lessees under the Leases have accepted and are held consistent in possession of their respective premises, all leasehold improvements in such premises have been completed and no additional work or payments with Section 3.8respect to the same are required on the part of the lessors; (viiib) Borrowers are the sole owner no party under any of the entire lessor's interest in each LeaseLeases has any charge or claim of offset under any Lease or otherwise, against rents or other amounts due or to become due under the Leases; (ixc) each Lease no party under any of the Leases has paid, or is the validentitled to any credit for, binding and enforceable obligation of such Borrower and the applicable tenant thereunderany security deposit; (xd) to Borrowers' best knowledge, no Person party under any of the Leases has any possessory interest in, or right to occupy, renew or extend the Property except term of its Lease or to terminate its Lease prior to the stated termination date; (e) no party under the terms any of the LeaseLeases has any right or option to purchase all or any portion of any of the Properties or to participate in the proceeds of any sale of the same; and (xif) each Lease is subordinate to no rent or other payment under any of the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreementLeases has been paid more than one (1) month in advance. None of either Borrower's interest under any of the Leases contains any option to purchase has been transferred or right of first refusal 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 thereunderassigned.

Leases. The rent roll attached hereto as Schedule 8 (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. Except as set forth on the Rent Roll: 4.1 (i) each Lease sets forth a complete and accurate listing or description of all real and personal property leases, subleases, concessions, licenses, occupancy agreements, conditional sales agreements or other title retention agreements (collectively, the "Leases" and individually a "Lease") to which the Seller is a party in connection with the Business. Each of the Leases is valid, binding and enforceable in accordance with its terms, subject to the qualification that the enforcement of certain rights and remedies contained in the Leases may be limited or affected by applicable bankruptcy, insolvency, reorganization, and other federal and state laws relating to or affecting creditors or secured parties' rights and remedies and to general principles of equity, and 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 best of 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 Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best Seller's knowledge, no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no existing defaults on the part of the landlord Seller or, to the best of the Seller's knowledge, any other party, under any Lease, and no event of default under any such Lease has occurred which, and is continuing which (whether with or without the giving of notice or passage notice, lapse of time, time or both, or the happening of any other event) would constitute a default under such a defaultLease; (vi) each such Lease will, subject to Borrowers' obtaining any consent listed in Schedule 2.4, continue to be in full force and effect on the same terms and conditions immediately after the Closing without the need for any action on the part of the Buyer; to the best of the Seller's knowledge, there is no present material default by each such Lease reflects the tenant under any Leasecomplete understanding among the parties thereto; (vii) and accurate and complete copies of each such Lease including all security deposits under Leases are as set forth on amendments thereto, have been delivered to the Rent Roll and are held consistent with Section 3.8; (viii) Borrowers are Buyer at or prior to the sole owner of the entire lessordate hereof. The Seller's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, 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 contains is free and clear of all Liens or other encumbrances (other than any option created by the Buyer) and are not, in the case of real property, except as set forth in Schedule 4.1(h), subject to purchase any rights of way, building use restrictions, exceptions, variances, easements (recorded or right unrecorded), rights of first refusal redemption, reservations or limitations of any nature whatsoever of which the Seller has knowledge which may materially interfere with the Buyer's use thereof in a manner consistent with the Seller's use thereof prior 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 thereunderClosing.

Leases. The Borrower represents and warrants to Lender with respect to the Leases that, except as set forth on Schedule VIII attached hereto: (a) the rent roll attached hereto as Schedule 8 (the "RENT ROLL") I is true, correct and complete and correct in all material respects and the Property is not subject to any Leases other than the Leases described in Schedule I, (b) the Rent Roll. Except as set forth Leases identified on the Rent Roll: (i) each Lease is Schedule I are 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, effect and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due defaults thereunder by any party thereto 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 Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledge, 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 whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute such a default; defaults thereunder, ( c) the copies of the Leases delivered to Lender are true, correct and complete, and there are no oral agreements with respect thereto, ( d) no Rent (viincluding security or other deposits) has been paid more than one (1) month in advance of its due date, ( e) all work to Borrowers' best knowledge, there is no present material default be performed by the tenant landlord under each Lease has been performed as required and has been accepted by the applicable Tenant, (t) 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 has already been received by such Tenant, (g) all security or other deposits are being held in accordance with the applicable Leases and all applicable Legal Requirements, (h) Borrower has no knowledge of any notice of termination or default with respect to any Lease; (viii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8; (viii) Borrowers are the sole owner Mortgage Borrower has not assigned or pledged any of the entire lessor's Leases, the rents or any interest in each Leasetherein except to Mortgage Lender; (ixG) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, no Tenant or other Person has any possessory interest inan option, 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 contains any option to purchase or right of first refusal or offer or any other preferential right to purchase the Property all or any part thereof. Neither portion of or interest in the Leases nor Property; (k) no Tenant has any right or option for additional space in the Rents Improvements, (1) to Borrower's knowledge, 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) to Borrower's knowledge, no Hazardous Substances have been assigned disposed, stored or pledged except treated by any Tenant on, under or about the Property; (o) Borrower does not have any knowledge of any Tenant's intention to Lenderuse its leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any petroleum product or any other Hazardous Substances, and no other Person has any interest therein except (p) all existing Leases are subordinate to the tenants thereunderSecurity Instrument either pursuant to their terms or a recorded subordination agreement.

Leases. The rent roll attached hereto as Schedule 8 3 (the "RENT ROLL"“Rent Roll”) is true, complete and correct in all material respects and the Property is not subject to any Leases other than the Leases described in the Rent Roll. Except as set forth on the Rent Roll: (ia) each Lease is in full force and effect; (iib) 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; (iiic) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than 30 thirty (30) days in advance; (ivd) 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; (ve) to Borrowers' best knowledge, no tenant has made any written claim against the landlord under any Lease which remains outstanding, to Borrower’s knowledge, there are no defaults on the part of the landlord under any Lease, and to Borrower’s knowledge no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vif) to Borrowers' best Borrower’s knowledge, there is no present material default by the tenant under any Lease; (viig) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.83.9 hereof; (viiih) Borrowers are Borrower is the sole owner of the entire lessor's ’s interest in each Lease; (ixi) each Lease is the valid, binding and enforceable obligation of such Borrower and to Borrower’s knowledge the applicable tenant thereunder; (xj) to Borrowers' best knowledge, no Person has any possessory interest in, or right to occupy, the Property except under the terms of the LeaseLeases; and (xik) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement; (l) all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable tenant under such Lease; (m) 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 under any Lease has already been received by such tenant; (n) intentionally omitted; (o) all tenants under the Leases are open for business and paying full, unabated rent; (p) there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, 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; (q) no tenant under any Lease has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor, to Borrower’s knowledge, does anyone except such tenant and its employees occupy such leased premises; and (r) no tenant under any Lease has any right or option for additional space in the Improvements. The copies of the Leases delivered to Lender are true, complete and accurate in all respects, and there are no oral agreements with respect thereto. None of the Leases contains any option to purchase or right of first refusal 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. The rent roll attached hereto With respect to the Leases: (a) except as disclosed on Schedule 8 (the "RENT ROLL") is true8.19(a), complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll. Except as set forth on the Rent Roll: (i) each Lease is in full force and effectLeases; (iib) the tenants under the Leases have accepted possession of Borrower has delivered to Lender complete and are in occupancy accurate copies of all of their respective demised premisesLeases and no verbal or written agreements exist which terminate, have commenced the payment of rent under modify or supplement the Leases, except as otherwise disclosed to Lender in writing and there are no offsets, claims or defenses to the enforcement thereofacknowledged by Lender; (iiic) 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 Borrower 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) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's ’s interest in the Leases and has not assigned, pledged or otherwise transferred the Rents reserved in the Leases (except to Lender); (d) except as disclosed on Schedule 8.19(d), all of the Leases are bona fide, arms-length agreements with tenants unrelated to Borrower; (e) none of the Rents 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); (f) all security deposits, if any, have been collected and are being held by Borrower in the full amount; (g) all work to be performed by Borrower, if any, under each Lease has been performed as required and has been accepted unconditionally by the applicable tenant; (h) no offsets or defenses exist in favor of any tenant under any Lease to the payment of any portion of the Rents and Borrower has no monetary obligation to any tenant under any Lease; (ixi) each Borrower has not received notice from any tenant under any Lease challenging the validity or enforceability of the applicable Lease; (j) all payments due from tenants under the Leases are current; (k) no tenant under any Lease is the validin default thereunder, binding and enforceable obligation or is a debtor in any bankruptcy, reorganization, insolvency or similar proceeding, or has demonstrated a history of such Borrower and the applicable tenant thereunderpayment problems which suggest financial difficulty; (xl) to Borrowers' best knowledge, 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 contains any an option to purchase or purchase, right of first refusal to purchase the Property purchase, or any part thereof. Neither the Leases nor the Rents have been assigned other similar provision; and (m) no brokerage commissions, finders fees or pledged except to Lender, similar payment obligations are due and no other Person has unpaid by Borrower or any interest therein except the tenants thereunderAffiliate of Borrower regarding any Lease.

Leases. The Except as reflected in the Tenant Estoppels delivered to the Administrative Agent prior to the Closing Date, and except as otherwise disclosed to Administrative Agent in writing prior to the Closing Date: (a) to Borrower’s Knowledge, the rent roll attached hereto as Schedule 8 for the Property certified by Borrower and delivered to Administrative Agent on or before the Closing Date (the "RENT ROLL"“Rent Roll”) is true, complete and correct in all material respects and the Property is not subject to any Leases other than the Leases described in the identified on such Rent Roll. Except ; (b) to Borrower’s Knowledge, as set forth on of the Rent Roll: Closing Date, Borrower has delivered to Administrative Agent copies of all Leases and no verbal or written agreements exist which terminate, modify or supplement the Leases, except as otherwise disclosed to Administrative Agent in writing; (ic) as of the Closing Date (1) to 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, effect and there are no offsets, claims or defenses to the enforcement thereofdefaults by Borrower thereunder; (iii2) 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 Borrower 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) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's ’s interest in each Leasethe Leases and Borrower has not assigned, pledged or otherwise transferred the Rents reserved in the Leases (except to Administrative Agent); (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x3) to Borrowers' best knowledgeBorrower’s Knowledge, 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 all of the Leases contains any option are bona fide, arm’s-length agreements and are with Tenants which are not Affiliates of Borrower; (4) to purchase or right Borrower’s Knowledge, none of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned collected for more than one (1) month in advance (and for such purpose, a security deposit shall not be deemed Rent collected in advance); (5) all security deposits collected under the Leases are reflected on the Rent Roll or pledged except have otherwise been disclosed to LenderAdministrative Agent in writing, and if required by Governmental Requirements, such security deposits are being held by Borrower in compliance with all applicable Governmental Requirements; (6) all work to be performed by Borrower under each Lease has been performed as required; (7) Borrower has received no other Person written notice from any Tenant of any 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 interest therein Tenant under any Lease, except as set forth in the tenants Tenant Estoppels delivered to Administrative Agent prior to the date of the Agreement; (8) all payments due and payable from Tenants under the Leases are current; (9) to Borrower’s Knowledge, except as reflected in the Rent Roll, no Tenant under any Lease is in default thereunder, or is a debtor in any bankruptcy, reorganization, insolvency or similar proceeding; and (10) to Borrower’s Knowledge, except as reflected in the Rent Roll or otherwise disclosed to Administrative Agent in writing, no brokerage commissions, finder’s fees or similar payment obligations are due and payable and unpaid by Borrower or any Affiliate of Borrower regarding any Lease.

Leases. The rent roll attached (i) Attached hereto as Schedule 8 Exhibit I is a full and complete list of the Leases and any amendments thereto or modifications thereof and of all other rental or occupancy agreement entered into by Owner with respect to or affecting the Property, (ii) a full and complete copy of each Lease and any and all amendments thereto and modifications thereof have been made available to Operating Partnership, (iii) there are no brokerage fees, commission or any other payments owed or payable by the "RENT ROLL") is trueLessor under any of the Leases, complete and correct and now or in the Property is not subject future, to any Leases parties in connection with any of the Leases, except for commissions that may become payable for future, unexercised renewals, extensions or expansions of Leases, a complete list of which is set forth on Exhibit N or Exhibit Q, the responsibility for which Operating Partnership shall assume, (iv) no rentals or other than amounts due under the Leases described have been paid more than one (1) month in advance (except for rent paid upon execution of Leases which have not yet commenced, as indicated on Exhibit I), (v) the Rent Roll. Except transactions contemplated in this Agreement will not cause or constitute a breach or default under any of the Leases; (vi) except as set forth on Exhibit I, no security or other deposits of any type have been paid by any of the Rent Roll: Tenants under any of the Leases; (ivii) each Lease is to Owner's knowledge the Leases are in full force and effect; (iiviii) except as set forth in Exhibit I to Owner's knowledge no tenant is delinquent in its obligation to pay rent or other charges under its Lease and no material breaches or defaults of any of the terms and provisions of any of the Leases by the Owner or the Tenant thereunder exists; (ix) except as set forth in Exhibit I or provided in the Lease, there are no outstanding tenant improvement obligations, rent credits or lease concessions due tenants under the Leases, and (x) none of the tenants under the Leases have accepted possession has asserted any defenses, set-offs or claims in connection with any 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 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) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, 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 contains any option to purchase or right of first refusal 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. The To Seller’s knowledge, the information concerning presently existing written leases (the “Leases”) set forth in Schedule C attached hereto (the “Lease Schedule”) is accurate and complete in all material respects as of the date hereof, and to Seller’s knowledge there are no leases, licenses or other rental agreements or occupancy agreements (written or verbal) which grant any possessory interest in and to any space situated on or in the Property or that otherwise give rights with regard to use of the Property other than those set forth on the Lease Schedule. To Seller’s knowledge, the copies of the Leases provided to Buyer are true, correct and complete. Except as described in the Leases or as set forth on the rent roll attached hereto as Schedule 8 C-1 (the "RENT ROLL"“Rent Roll”), (i) is truethere are no options to expand, complete and correct and the Property is not subject rights of first refusal, or options to terminate or renew, or any rent concessions given to any of the tenants, (ii) all rentals and other payments due under such Leases as of the date thereof have been paid in full, (iii) Seller, and to the best of Seller’s knowledge, the tenants under the Leases, are not in default under the Leases, and, to Seller’s knowledge, Seller has fully complied with the terms and conditions of the Leases, (iv) no tenant under any Lease has vacated, abandoned or otherwise discontinued business operations at its premises, and Seller has no knowledge that any tenant contemplates such action, (v) no rents or other payments have been collected more than the Leases one month in advance and no rents or other deposits are held by Seller, except security deposits described in the Rent Roll. Except as set forth on the Rent Roll: Roll or prepaid rent for the current month, (ivi) each there are no commissions or other fees due but not yet paid with regard to any of the Leases or with regard to any exercised renewals, extensions or expansions, (vii) any and all tenant improvement work, and construction currently required to be done by the landlord under the provisions of any agreement with any tenant and any contributions or other allowances payable by the landlord to any tenant toward reimbursement of such tenant’s cost of moving or improvements or any similar expense or monetary consideration to the tenant has been fully completed and paid for, (viii) Seller has not entered into any agreements with any of the tenants excepts for the Leases delivered to Buyer, and except as landlord and tenant Seller has no business relationship with any of the tenants, and (ix) Seller has completed all tenant reconciliations for calendar years 2011 and 2012, and there are no current disputes with tenants regarding reconciliations and no ongoing operating expense audits being requested or performed by any tenant. In the event any estoppel certificate delivered to Buyer with respect to any Lease is contains any information inconsistent with Seller’s representation made in full this Section 4.1, then the estoppel certificate shall control and Seller shall have no liability for any claim based on a breach of representation regarding such information. Seller does not represent or warrant that any particular Lease will be in force and effect; (ii) or effect at Closing or that the tenants under the Leases will have accepted possession of and are in occupancy of all of performed 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 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) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, 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 contains any option to purchase or right of first refusal 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 obligations thereunder.

Leases. The rent roll To each Borrower’s actual knowledge after due inquiry and except as set forth on Schedule X attached hereto or as Schedule 8 otherwise disclosed in the estoppel certificates delivered to Lender in connection with the closing of the Loan, (a) the "RENT ROLL") is true, complete and correct and the Property is Properties are not subject to any Leases other than the HRHI Lease and the other Leases described in the Rent Roll. Except as set forth on the Rent Roll: said Schedule X, (ib) each Mortgage Borrower is the owner and lessor of the landlord’s interest in each such Lease is affecting its Property, (c) no Person has any possessory interest in any Property or any right to occupy the same except under and pursuant to the provisions of such Leases, (d) all commercial Leases are 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, effect and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due material defaults thereunder by either party 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 Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledge, 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 whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute such a default; material defaults thereunder, (vie) the copies of the commercial Leases delivered to Borrowers' best knowledgeLender are true and complete, and there is are no present material default oral agreements with respect thereto, (f) no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (g) all work to be performed by the landlord under each Lease has been performed as 97 required in such Lease 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 any Mortgage Borrower to any tenant has already been received by such tenant, (h) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect, (i) no commercial tenant listed on Schedule X has assigned its Lease or sublet all or any portion of the premises demised thereby, no such commercial tenant holds its leased premises under assignment or sublease, nor does anyone except such commercial tenant and its employees occupy such leased premises, (j) no 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) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, no Person has any possessory interest in, a right or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either option pursuant to its terms such Lease or pursuant to a subordination and attornment agreement. None of the Leases contains any option otherwise to purchase or right of first refusal to purchase the Property all or any part thereof. Neither of the Leases nor Property of which the Rents have been assigned or pledged except to Lenderleased premises are a part, and (k) no other Person tenant under any Lease has any interest therein except right or option for additional space in the tenants thereunderImprovements.

Leases. The Except as disclosed in the rent roll attached hereto as Schedule 8 (the "RENT ROLL") is true, complete and correct and for the Property delivered to and approved by Lender, (a) Mortgagor is not subject to any Leases other than the Leases described in the Rent Roll. 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 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) to Borrowers' best knowledge, 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 Borrowers' 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) Borrowers are the sole owner of the entire lessor's interest in the Leases; (b) the Leases are valid and enforceable; (c) the terms of all alterations, modifications and amendments to the Leases are reflected in the certified rent roll delivered to and approved by Lender; (d) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated (except to Lender); (e) none of the Rents have been collected for more than one (1) month in advance (provided that a security deposit shall not be deemed rent collected in advance); (f) 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 a rent-paying basis; (g) there exist no offsets or defenses to the payment of any portion of the Rents; (h) Mortgagor has received no notice from any tenant challenging the validity or enforceability of any Lease; (i) there are no agreements with the tenants under the Leases other than expressly set forth in each Lease; (ixj) each Lease is the valid, binding Leases are valid and enforceable obligation of such Borrower against Mortgagor and the applicable tenant thereundertenants set forth therein; (xk) no Lease contains an option to Borrowers' best knowledgepurchase, right of first refusal to purchase, or any other similar provision; (l) no Person person or entity has any possessory interest in, or right to occupy, the Property except under the terms of the Leaseand pursuant to a Lease and except for parking rights alleged to be held by an adjacent religious institution; and (xim) each Lease is subordinate to the Loan Documentsthis Security Instrument, either pursuant to its terms or pursuant a recorded subordination agreement; (n) no Lease has the benefit of a non-disturbance agreement that would be considered unacceptable to a subordination prudent institutional lenders; and attornment agreement. None of (o) no brokerage commissions or finders fees are due and payable regarding any Lease, except as reflected in the Leases contains any option certified rent roll delivered to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to and approved by Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. The rent roll attached hereto as Schedule 8 (a) Each of Borrower and Operating Lessee represents and warrants to Lender with respect to the "RENT ROLL"Operating Lease that: (i) is true, complete and correct and the Property is not subject to any commercial Leases other than the Operating Lease and the commercial Leases described that have been delivered to Lender or hereafter entered into in accordance with this Agreement, (ii) Borrower is the sole owner of the entire lessor’s interest in the Rent Roll. Except as set forth on Operating Lease, (iii) the Rent Roll: (i) each Operating 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 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) to Borrowers' best knowledge, 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 Leasethereunder by either party, and there are no event has occurred whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute such a default; defaults thereunder, (iv) the copy of the Operating Lease delivered to Lender is true and complete, and there are no oral agreements with respect thereto, (v) no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, all Rents due have been paid in full and Operating Lessee is not in arrears in its payment of Rent, (vi) there exist no offsets or defenses to Borrowers' best knowledgethe payment of any portion of the Rents and, there is except as expressly set forth in this Operating Lease, Borrower has no present material default by monetary obligation to Operating Lessee under the tenant under any Operating Lease; , (vii) all security deposits under Leases are as set forth on Borrower has received no notice from Operating Lessee challenging the Rent Roll and are held consistent with Section 3.8; validity or enforceability of the Operating Lease, (viii) Borrowers are all work to be performed by Borrower under the sole owner of the entire lessor's interest in each Lease; Operating Lease has been performed as required and has been accepted by Operating Lessee, (ix) each Lease is the validany payments, binding free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to Operating Lessee has already been received by Operating Lessee, and enforceable obligation of such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, no Person has any possessory interest in, Operating Lessee does not have a right or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate option pursuant to the Loan Documents, either pursuant to its terms Operating Lease or pursuant to a subordination and attornment agreement. None of the Leases contains any option otherwise to purchase or right of first refusal to purchase the Property all or any part thereof. Neither of the Leases nor leased premises or the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except Improvements of which the tenants thereunderleased premises are a part.

Leases. The rent roll attached hereto as Schedule 8 (a) Borrower is the "RENT ROLL"sole owner of the entire lessor’s interest in the Leases; (b) is true, complete and correct and the Property is not subject to any Leases other than the Leases described are valid and enforceable against Borrower and tenant; (c) the terms of all alterations, modifications and amendments to the Leases are reflected by the Leases delivered to and by execution hereof are approved by Lender; (d) none of the Rents reserved in the Rent Roll. Except as set forth on the Rent Roll: leases have been assigned or otherwise pledged or hypothecated (i) each Lease is in full force and effectexcept to Lender); (iie) none of the Rents have been collected more than one (1) month in advance (except a security deposit shall not be deemed rent collected in advance); (f) the premises demised under the Leases have been completed and the tenants under the Leases have accepted the same and have taken possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and same on a rent-paying basis; (g) there are exist no offsets, claims offsets or defenses to the enforcement thereofpayment of any portion of the Rents; (iiih) all rents due and payable under Borrower has received no notice from any tenant challenging 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 validity or enforceability 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) to Borrowers' best knowledge, 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 Borrowers' best knowledge, there is no present material default by the tenant under any Lease; (viii) all security deposits there are no agreements between Borrower and the tenants under the Leases are as other than expressly set forth on the Rent Roll and are held consistent with Section 3.8; (viii) Borrowers are the sole owner of the entire lessor's interest in each Lease; (ixj) each no Lease is the validcontains an option to purchase, binding and enforceable obligation right of such Borrower and the applicable tenant thereunderfirst refusal to purchase, or any other similar provision; (xk) to Borrowers' best knowledge, no Person person or entity has any a possessory interest in, or right to occupy, the Property except under the terms of the and pursuant to a Lease; and (xil) each Lease is subordinate to the Loan Documentsthis Mortgage, either pursuant to its terms or pursuant to a subordination agreement being delivered in connection with the giving of this Mortgage; (m) no brokerage commissions or finders fees are due and attornment agreement. None payable regarding any Lease; (n) all Leases which affect the Property are in full force and effect; and (o) to Borrower’s knowledge none of the tenants under such Leases contains any option to purchase or right are in default in connection with the payment and/or performance of first refusal 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 thereundertheir obligations under their respective Leases.