Common use of Leases Clause in Contracts

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, any Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement)Rents. No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, any Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement)Rents. No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. (a) The Operating Borrower has delivered to the Agent true copies of the Leases (and any amendments thereto relating to each Pool Property required to be delivered as amended and restated on a part of the Eligible Real Estate Qualification Documents as of the date hereof, . An accurate and together with any certificates and notifications entered into complete Rent Roll as of the date of inclusion of each Pool Property in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, Pool Availability with respect to those Operating all Leases relating of any portion of the Pool Property has been provided to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto Agent (except with respect to each Pool Property that is leased to a single tenant under a triple-net lease, the subject matter therein lease has been provided to Agent in lieu of a Rent Roll). The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements relating to leasing or licensing of space at such Pool Property and there are in the Building relating thereto. Except as reflected on such Rent Roll or on Schedule 6.22 no written agreements modifyingtenant under any Lease is entitled to any free rent, amendingpartial rent, supplementing rebate of rent payments, credit, offset or restating such documentsdeduction in rent, including, without limitation, lease support payments, lease buy-outs or abatements or credits. Except as set forth on in Schedule X6.22, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes reflected therein are, as of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and date of inclusion of the applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest Pool Property in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. CurrentlyPool Availability, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and, except as reflected in Schedule 6.22, neither the Borrower nor any Guarantor has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of the Borrower, there are is no material events basis for any such claim or notice of default thereunder by any party thereto and there are tenant. Except as reflected in Schedule 6.22, no conditions thatproperty, other than the Pool Property which is the subject of the applicable Lease, is necessary to comply with the passage of time or the giving of noticerequirements (including, or bothwithout limitation, would constitute parking requirements) contained in such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are Property is not subject to any space Leases other than the Operating Anchor Tenant Lease (and space Leases providing for occupancy of less than one hundred (100) square feetsubleases permitted under the Anchor Tenant Lease). Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no No Person has any possessory interest in any Individual the Property or right to occupy the same except under and pursuant to the provisions of the Operating Anchor Tenant Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating The Anchor Tenant Lease and Operating Lease Guaranty is in full force and effect and to Borrower’s knowledge after inquiry, there are no material events of default defaults thereunder by any either party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default defaults thereunder. No Rent under any Operating Lease (including security deposits) has been paid more than one (1) month in advance of its due date and no Rents or charges date. To best of Borrower’s knowledge, all work to be performed by Borrower under the Operating Anchor Tenant Lease has been performed as required and has been accepted by the Anchor 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 the Anchor Tenant have already been waived, released or otherwise discharged or compromisedreceived by the Anchor Tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating the Anchor Tenant Lease Guaranty or of the Rents received therein which is outstanding. To Borrower’s knowledge after inquiry, except pursuant to as set forth on Schedule IV, the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company Anchor Tenant has not assigned the Operating Anchor Tenant Lease or sublet all or any portion of any Individual Property the premises demised thereby, nor does anyone except the Anchor Tenant and its employees occupy such leased premises. Except as set forth on Schedule IV, The Anchor Tenant does not have a right or option pursuant to the Operating Anchor Tenant Lease to purchase all or any part of the leased premises or the building of which the leased premises are a part. Except as disclosed in the Environmental Report delivered to Lender in connection herewith, to Borrower’s actual knowledge, no hazardous wastes or toxic substances, as defined by applicable federal, state or local statutes, rules and regulations, have been disposed, stored or treated by Anchor Tenant on or about the terms hereofleased premises nor does Borrower have any knowledge of Anchor 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 in either event, in compliance with applicable federal, state or local statues, rules and regulations.

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 (athe “Rent Roll”) The Operating Leases (as amended is true, complete and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) correct and the Operating Lease Guaranty provided Property is not subject to Lender on any Leases other than the Original Closing Date (or, with respect Leases described in the Rent Roll or in the title report delivered to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documentsLender. Except as set forth on Schedule Xthe Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, the Properties are not subject to any space Leases other than the Operating (i) each Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect 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 material events offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of default fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder by for an adjustment to the rent; (v) no tenant has made any party thereto and claim against the landlord under any Lease which remains outstanding, there are no conditions thatdefaults 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 the giving of noticetime, or both, would constitute such a default; (vi) there is no present material default thereunder. No Rent by the tenant under any Operating Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has 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 paid more than one (1) month in advance of its due date assigned or pledged except to Lender, and no Rents or charges under other Person has any interest therein except the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereoftenants thereunder.

Leases. Borrower has delivered (ai) The Operating a true, correct and complete schedule (the “Rent Roll”) of all Leases (affecting the Property as amended and restated on of the date hereof, which accurately and together with completely sets forth in all material respects for each such Lease, the following: the name of the Tenant, the Lease expiration date, extension and renewal provisions, the base rent payable, the security deposit held thereunder and any certificates other material provisions of such Lease and notifications entered into in connection therewith(ii) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate correct and complete copies of such documents as all Leases described in effect on the date hereof Rent Roll. Each Lease constitutes the legal, valid and constitute the entire agreement between the parties thereto with respect binding obligation of Borrower and, to the subject matter therein best of Borrower’s knowledge and there are no written agreements modifyingbelief, amendingis enforceable against the Tenant thereof. No default exists, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage passing of time or the giving of noticenotice or both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or both, would constitute such a default thereunderthe Property. No Rent Tenant under any Operating Lease has been has, as of the date hereof, paid rent more than one thirty (130) month days in advance of its due date advance, and no Rents or charges the rents under the Operating Lease such Leases have not been waived, released released, or otherwise discharged or compromised. There All security deposits required under such Leases have been fully funded and are held by Borrower as permitted by applicable law. All work to be performed by Borrower under the Leases has been no prior salesubstantially performed, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating all contributions to be made by Borrower to the Tenants thereunder have been made and all other conditions precedent to each such Tenant’s obligations thereunder have been satisfied. Each Tenant under a Lease Guaranty or has entered into occupancy of the Rents except pursuant demised premises. To the best of Borrower’s knowledge and belief, each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors. No Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the Mortgage and Assignment lien of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofthis Mortgage.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are Property is not subject to any space Leases leases other than the Operating Lease Leases described in the rent roll attached hereto as Schedule I and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease made a part hereof, which rent roll is a “true lease” for true, complete and accurate in all purposes respects as of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised therebyClosing Date. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease GuarantyLeases. Currently, no No Person has any possessory interest in any Individual the Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases. The current Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is are in full force and effect and there are no material events of default defaults thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default defaults thereunder, except as disclosed and certified by Borrower. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date date. All security deposits are held by Borrower in accordance with applicable law. All work to be performed by Borrower under each Lease has been performed as required and no Rents has been accepted by the applicable Tenant, and any payments, free rent, partial rent, rebate of rent or charges under the Operating Lease have other payments, credits, allowances or abatements required to be given by Borrower to any Tenant has already been waived, released or otherwise discharged or compromisedreceived by such Tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term received therein which is defined in the Mortgage Loan Agreement)outstanding. No Operating Company Tenant listed on Schedule I has assigned the Operating 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. No Tenant under any Individual Property except Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the Operating leased premises or the building of which the leased premises are a part. No Tenant under any Lease has any right or option for additional space in the Improvements except as disclosed in existing Leases. Further, all Major Leases and all renewals, amendments and modifications thereof and waivers thereunder executed after the terms hereofdate hereof shall be subject to Lender’s prior written approval. Lender shall execute and deliver its standard form of subordination, non-disturbance and attornment agreement to Tenants under any future Major Lease approved by Lender promptly upon request, with such commercially reasonable changes as may be requested by such Tenants, and which are reasonably acceptable to Lender.

Leases. (a) The Operating Leases (as amended and restated on Borrowers have delivered to the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate Agent true and complete copies of such documents the Leases and any amendments thereto relating to each Eligible Real Estate Asset required to be delivered as in effect on a part of the Eligible Real Estate Qualification Documents as of the date hereof hereof. An accurate and constitute complete Rent Roll in all material respects as of the entire agreement between date of inclusion of each Eligible Real Estate Asset in the parties thereto Unencumbered Asset Pool with respect to all Leases of any portion of the subject matter therein Eligible Real Estate Asset has been provided to the Agent. The Leases previously delivered to Agent as described in the preceding sentence constitute as of the date thereof the sole agreements relating to leasing or licensing of space at such Eligible Real Estate Asset and there are no written agreements modifyingin the Building relating thereto. No tenant under any Lease is entitled to any free rent, amendingpartial rent, supplementing rebate of rent payments, credit, offset or restating deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such documentsLeases or such Rent Roll. Except as set forth on in Schedule X6.22, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes reflected therein are, as of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and date of inclusion of the applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest Eligible Real Estate Asset in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. CurrentlyUnencumbered Asset Pool, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and except as reflected in Schedule 6.22, no Borrower has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of the Borrowers, there are is no material events basis for any such claim or notice of default thereunder by any party thereto and there are tenant which would result in a Material Adverse Effect. Borrower knows of no conditions that, condition which with the giving of notice or the passage of time or the giving of notice, or both, both would constitute such a default thereunderon the part of (i) any tenant with respect to the material terms under a Lease or (ii) the respective Borrower as landlord under the Lease, in either case, that would, in the aggregate with any other defaults under Leases for the applicable Eligible Real Asset, adversely affect more than five percent (5%) of the base rent generated by such Eligible Real Asset. No Rent under any Operating Lease security deposit or advance rental or fee payment has been paid more than one (1) month in advance of its due date and no Rents made by any lessee or charges licensor under the Operating Lease have been waived, released or otherwise discharged or compromisedLeases except as may be specifically designated in the Leases. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or No property other than the Eligible Real Estate Asset which is the subject of the Rents except pursuant applicable Lease is necessary to comply with the Mortgage and Assignment of Leases material requirements (as including, without limitation, parking requirements) contained in such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofLease.

Leases. (a) The Operating Borrower has delivered to the Administrative Agent true copies of the Leases (and any amendments thereto relating to each PoolUnencumbered Property required to be delivered as amended and restated on a part of the Eligible Real Estate Qualification Documents as of the date hereof, . An accurate and together complete Rent Roll as of the date of inclusion of each Pool Property in the Pool Availability with respect to all Leases of any certificates and notifications entered into in connection therewith) and portion of the Operating Lease Guaranty Pooleach Unencumbered Property has been provided to Lender on the Original Closing Date (or, will be provided when required under Section 5.1(e)) to the Administrative Agent (except with respect to those Operating each PoolUnencumbered Property that is leased to a single tenant under a triple-net lease, the lease has been provided to Agent in lieu of a Rent Roll). The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements relating to Swap Propertiesleasing or licensing of space at such PoolUnencumbered Property and in the Building relating thereto. Except as reflected on such Rent Roll or on Schedule 4.20 no tenant under any Lease is entitled to any free rent, on the Swap Closing Date) are truepartial rent, correctrebate of rent payments, accurate and complete copies of such documents as credit, offset or deduction in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifyingrent, amendingincluding, supplementing without limitation, lease support payments, lease buy-outs or restating such documentsabatements or credits. Except as set forth on in Schedule X4.20, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes reflected therein are, as of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and date of inclusion of the applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest Pool Property in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. CurrentlyPool Availabilitysuch Rent Roll, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and, except as reflected in Schedule 4.20, neither the Borrower nor any Guarantor has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of the Borrower, there are is no material events basis for any such claim or notice of default thereunder by any party thereto and there are tenant. Except as reflected in Schedule 4.20, no conditions thatproperty, other than the PoolUnencumbered Property, which is the subject of the applicable Lease, is necessary to comply with the passage of time or the giving of noticerequirements (including, or bothwithout limitation, would constitute parking requirements) contained in such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. The Mortgaged Property is subject to the leases listed and described on Exhibit B attached to the Loan Agreement (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith"Existing Leases") and the Operating Lease Guaranty provided Mortgaged Property is not subject to Lender on any other leases, occupancy rights or similar arrangements. Except as may be set forth in said Exhibit B, to the Original Closing Date (orbest of Mortgager's knowledge after diligent inquiry, with none of the Existing Leases has been amended, modified or supplemented in any respect to those Operating or terminated or canceled. The Existing Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute represent the entire agreement agreements between Mortgagor and the parties thereto respective applicable tenants ("Existing Tenants") with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, lease of the Properties are not subject to any space Leases other than portions of the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feetMortgaged Property covered thereby. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Existing Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect. To the best of Mortgager's knowledge after diligent inquiry, Mortgagor knows of no material defaults under Existing Leases in the aggregate which, in the judgment of Mortgagee, would have a material adverse effect and on the financial condition of Mortgagor or the Mortgaged Property. To the best of Mortgagor's knowledge, there are no material events existing defenses or offsets against the obligation to pay the rents or other charges due under any of default thereunder the Existing Leases or against the enforcement of any of the Existing Leases by any party thereto and Mortgagor. To the best of Mortgager's knowledge after diligent inquiry, except as may be set forth in said Exhibit B, there are no conditions thatagreements covering free rent, partial rent, rebate of rental payments or any other type of rental concessions with respect to any of the passage Existing Leases. Except as may be set forth in Exhibit B, none of time the Existing Leases contains any options or rights of first refusal to purchase any portion or all of the giving Mortgaged Property. To the best of noticeMortgager's knowledge after diligent inquiry, or both, would constitute such a default thereunder. No Rent there have not been any prepayments of any rent under any Operating Lease of the Existing Leases. Except as may be set forth in said Exhibit B, there is no provision for the payment of any security deposit under any of the Existing Leases. Mortgagor has been paid more than one (1) month not mortgaged, assigned, pledged, granted a security interest in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge encumbered its interest in any of the Existing Leases in favor of any Operating Lease, Operating Lease Guaranty person or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofentity other than Mortgagee.

Leases. (a) The Operating There are no Leases (as amended and restated affecting the Shopping Center other than those listed on the date hereofRent Roll. To the best of Seller's and Regency's knowledge, the copies of the Leases, which will be delivered to Buyer, will be true, correct and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, complete copies thereof. Except with respect to those Operating that certain Lease between Quizno's Inc. and Landlord for 1,600 square feet in the Shopping Center, between the end of the Inspection Period and the Closing Date, Seller will not terminate or modify any of the Leases, enter into any new Leases relating or grant additional renewal rights to Swap Propertiesany tenant, without the consent of Buyer, which consent may be withheld in Buyer's sole and absolute discretion. Buyer acknowledges that Seller may commence eviction proceedings against Quizno's, Inc. in the near future, and in such event, Seller will diligently pursue such proceedings in order to complete the eviction proceeding prior to Closing such that Quizno's, Inc. will not be a tenant of the Shopping Center on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect . The previous provision to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule Xcontrary notwithstanding, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes completion of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes eviction proceeding shall not be a financing or conveys any interest in condition precedent to Closing. During the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions Inspection Period Seller will promptly advise Buyer of the Operating terms of any proposed new Lease or modification of any existing Lease, or of any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereundertermination. No Rent under any Operating Lease rent or reimbursement has been paid more than one (1) month in advance of its due date and no Rents or charges advance. No security deposit has been paid, except as stated on a separate certified report from Seller. No tenants under the Operating Lease have been waived, released or otherwise discharged or compromisedLeases are entitled to interest on any security deposits. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or All of the Rents except pursuant Leases are in full force and effect. No tenant under any of the Leases has asserted any claim or right of offset against the landlord under their lease. If any tenant claims a right of offset in any Tenant Estoppel Certificate, and the claimed default by the landlord is not of a continuing nature, Seller shall have the right to pay to the Mortgage and Assignment tenant the amount of Leases (as such term is defined offset in order to obtain from the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereoftenant a clean Tenant Estoppel Certificate.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease Leases described in Schedule II attached hereto and space Leases providing for occupancy of less made a part hereof. No Property has more than one hundred Lease, as of the date hereof (100) square feetother than one or more subleases in effect at the Property, to the extent Borrowers have notified Lender of the existence of any such sublease as listed on Schedule II attached hereto or to the extent that any such sublease is set forth on Schedule B of the applicable Title Insurance Policy). Each Operating The tenant under each Lease is a “true lease” for all purposes of currently operating its business within the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein Improvements demised thereby. Mortgage Each Borrower is the owner and lessor of landlord’s interest in the Operating Lease and Leases appurtenant to the Operating Lease GuarantyProperty or Properties owned by such Borrower. Currently, no No Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases. The current Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is are in full force and effect and and, except as may be disclosed in any tenant estoppel certificates delivered to Lender there are no material events of default defaults thereunder by any either party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereundermaterial defaults thereunder (except for defaults which have been summarized on Schedule II attached hereto). The copies of the Leases and any related guaranty (including all amendments thereof) delivered to Lender are accurate, true and complete, and there are no oral agreements or additional amendments or other agreements with respect thereto. No Rent under any Operating Lease (other than security deposits, if any, listed on Schedule II attached hereto) has been paid more than one (1) month in advance of its due date date. Except as may be disclosed in any tenant estoppel certificates delivered to Lender, all work to be performed by the landlord under each Lease has been performed as required in such Lease and no Rents has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or charges other payments, credits, allowances or abatements required to be given by the landlord under the Operating such Lease have to any tenant has already been waived, released or otherwise discharged or compromisedreceived by such tenant. There has been no prior sale, transfer or assignmentassignment (other than to Borrower and Lender), hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to received therein which is still in effect (other than assignments, hypothecations or pledges which may have been made by the Mortgage and Assignment of Leases (as such term is defined in tenants under the Mortgage Loan AgreementLeases). No Operating Company To Borrower’s actual knowledge, except as listed on Schedule II, no tenant has assigned the Operating 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. No tenant under any Individual Property except Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the Operating Property of which the leased premises are a part (other than rights of first refusal or rights of first offer described in any Leases delivered to Lender prior to the date hereof, which are listed in Schedule II). No tenant under any Lease has any right or option for additional space in the Improvements. To each Borrower’s actual knowledge and except as disclosed in any environmental reports delivered to Lender in connection with the terms hereofLoan, no Hazardous Substances have been disposed, stored or treated by any tenant under any Lease on or about the leased premises nor does any such Borrower have any actual 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 Hazardous Substances, except in either event, in compliance with applicable Environmental Laws.

Leases. With respect to each Participating Property, the information regarding the leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants referenced under the captions “Business and Properties – Tenant Diversification” and “Business and Properties – Existing Property Portfolio” in the Prospectus (athe “Leases”) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into is accurate in connection therewith) all material respects and the Operating information regarding the expiration dates of the Leases included under the caption “Business and Properties-Lease Guaranty provided Expirations” is accurate in all material respects. The Property Owner that owns fee or leasehold title to Lender on the Original Closing Date underlying Participating Property (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date“Holder”) are true, correct, accurate holds the lessor’s interest under such Leases; a true and complete copies copy of all such documents Leases have been made available to the Operating Partnership; to Contributors’ Knowledge, such Leases are in full force and effect, except as indicated otherwise in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing (“Estoppel”); the Holder, as lessor under such Leases, has not received any notice that it is in default of any of its obligations under such Leases beyond any applicable grace period which has not been cured; to Contributors’ Knowledge, except as set forth in the Disclosure Schedule or any Estoppel, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed to the tenants in accordance with the Leases, as applicable; no tenant is entitled to “free” rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant or in such Tenant’s Estoppel and no tenant under any such Lease claims a right to any of the foregoing, except as set forth in the Disclosure Schedule, the Prospectus or in any Estoppel; the Holder has received no written notice that any tenant under any such Lease contests its pro rata share of tax increases as required by its Lease or that any tenant contests any rent, escalation or other charges billed to it, except as set forth in the Disclosure Schedule, the Prospectus or in any Estoppel; no assignment of the Property Owner’s rights under any Lease is in effect on the date hereof and constitute the entire agreement between the parties thereto with respect other than collateral assignments to the subject matter therein and there are no written agreements modifyingsecure mortgage or mezzanine indebtedness; and, amending, supplementing or restating such documents. Except except as set forth on Schedule Xin the Disclosure Schedule, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing Prospectus or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder andEstoppel, with respect to any Leases entered into by such Holder, no brokerage commissions will be due upon the failure of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To the Contributors’ Knowledge, except as set forth in the Disclosure Schedule, the Prospectus or in any Estoppel, all material obligations of the lessors under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors’ Knowledge, except as set forth in the Disclosure Schedule, the Prospectus or in any Estoppel, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings. To Contributors’ Knowledge, the Disclosure Schedule lists all material leasing or brokerage agreements between each Property Owner and any third party broker pursuant to which a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is Property Owner has or will have liability for unpaid leasing commissions in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, connection with the passage of time Leases, and each Property Owner has performed or satisfied all material obligations as the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance owner of its due Property owed through the date and no Rents hereof under each applicable leasing or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofbrokerage agreement.

Leases. (a) The Operating Leases (Except as amended and restated on the date hereofotherwise provided in this Section 7.1.32, Borrower shall not, and together shall cause the Borrowing Base Entities not to, enter into any Lease with any certificates and notifications entered into in connection therewitha Tenant (a “New Lease”) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, to the extent the same would cause a Material Adverse Effect, consent to the assignment of, modify or terminate any Lease, without the prior written consent of Administrative Agent which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing sentence, provided no Event of Default shall have occurred, Borrower and a Borrowing Base Entity may, in the ordinary course of business, enter into a New Lease, without Administrative Agent’s prior written consent, that satisfies each of the following conditions: (i) such New Lease contains material economic terms that are at least equal to the then prevailing market rate for similar properties in such location for the entire term of such New Lease and (ii) with respect to those Operating Leases relating each Borrowing Base Property, after giving effect to Swap Propertiesany New Lease, on the Swap amount of aggregate leased square footage at such Borrowing Base Property shall not exceed the amount of aggregate leased square footage at such Borrowing Base Property as of the Third Amendment Closing Date) are true, correct, accurate and complete copies of as such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as amount is set forth on Schedule XXV (such limitation for each Borrowing Base Property, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal RequirementsLeasing Threshold”); provided, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder andhowever, with respect solely to the Four Seasons Washington, D.C., Borrower, or the Borrowing Base Entities of the Four Seasons Washington, D.C. may exceed the Leasing Threshold applicable thereto by up to eleven thousand (11,000) square feet by entering into a right to occupancy New Lease, but only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage prior written consent of time Administrative Agent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such New Lease (A) is on customary terms as leases for similar tenancies demising space in similar hotel properties located in the giving of notice, same neighborhood as such Borrowing Base Property and (B) provides that the demised premises thereunder shall only be used for retail purposes or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under services ancillary to the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or operation of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.Four Seasons Washington, D.C.

Leases. (a) The Operating Borrower has delivered to the Agent true copies of the Leases (and any amendments thereto relating to each Unencumbered Pool Property required to be delivered as amended and restated on a part of the Eligible Real Estate Qualification Documents as of the date hereof, . An accurate and together with any certificates and notifications entered into complete Rent Roll as of the date of inclusion of each Unencumbered Pool Property in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, Unencumbered Pool with respect to those Operating all Leases of any portion of the Unencumbered Pool Property has been provided to the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements relating to Swap Propertiesleasing or licensing of space at such Unencumbered Pool Property and in the Building relating thereto. Except as reflected on such Rent Roll or on Schedule 6.22 no tenant under any Lease is entitled to any free rent, on the Swap Closing Date) are truepartial rent, correctrebate of rent payments, accurate and complete copies of such documents as credit, offset or deduction in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifyingrent, amendingincluding, supplementing without limitation, lease support payments, lease buy-outs or restating such documentsabatements or credits. Except as set forth on in Schedule X6.22, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes reflected therein are, as of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and date of inclusion of the applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest Unencumbered Pool Property in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. CurrentlyUnencumbered Pool, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and, except as reflected in Schedule 6.22, neither the Borrower nor any Guarantor has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of the Borrower, there are is no material events basis for any such claim or notice of default thereunder by any party thereto and there are tenant. Except as reflected in Schedule 6.22, no conditions thatproperty, other than the Unencumbered Pool Property which is the subject of the applicable Lease, is necessary to comply with the passage of time or the giving of noticerequirements (including, or bothwithout limitation, would constitute parking requirements) contained in such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. (a) The Operating All Major Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating all renewals of Major Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on executed after the date hereof and constitute the entire agreement between the parties thereto with respect to the Real Property shall (i) be subject matter therein to the Approved Annual Budget with respect to such Individual Property, (ii) provide for economic terms, including rental rates, comparable to existing local market rates for similar properties, (iii) be on commercially reasonable terms, (iv) have a term of not less than three (3) years (unless Lender approves in writing a shorter term), (v) have a term of not more than fifteen (15) years, including all extensions and there renewals (unless Lender approves in writing a longer term), (vi) provide that such Major Lease is subordinate to the related Mortgage and the related Assignment of Leases and that the Tenant thereunder will attorn to Lender and any purchaser at a foreclosure sale, (vii) be to Tenants that are no creditworthy, (viii) be written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, substantially in accordance with the Properties are not standard form of Lease which shall have been approved by Lender (subject to any space commercially reasonable changes made in the course of negotiations with the applicable Tenant), (ix) not be to an Affiliate of any Borrower Entity or any Mortgagor, and (x) not contain any option to purchase, any right of first refusal to purchase, any right to terminate (except in the event of the destruction or condemnation of substantially all of the Real Property), any requirement for a non-disturbance or recognition agreement, or any other terms which would adversely affect Lender’s rights under the Loan Documents. All Major Leases and all renewals, amendments and modifications thereof executed after the date hereof shall be subject to Lender’s prior approval or criteria pre-established by Lender in writing. To the extent a Borrower Entity has a consent right under the applicable Major Lease, Borrower shall not, and shall not permit any Borrower Subsidiary to, permit or consent to any assignment or sublease of any Major Lease without Lender’s prior written approval (other than the Operating assignments or subleases expressly permitted under any Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is pursuant to a “true lease” for all purposes unilateral right of the Bankruptcy Code (including Section 365(d) Tenant thereunder not requiring the consent of any Borrower Entity). Lender, at each Borrower Entity’s sole cost and 502(b)(6) thereof) expense, shall execute and applicable Legal Requirementsdeliver its standard form of subordination, non-disturbance and no Operating attornment agreement to Tenants under any future Major Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder andapproved by Lender upon request, with respect such commercially reasonable changes as may be requested by such Tenants and which are reasonably acceptable to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofLender.

Leases. (a) The Operating All Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating all renewals of Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on executed after the date hereof and constitute shall (i) provide for rental rates comparable to existing local market rates for similar properties taking into account the entire agreement between other terms of the parties thereto with respect to the subject matter therein and there are no written agreements modifyingLease, amending(ii) be on commercially reasonable terms, supplementing or restating (iii) provide that such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant subordinate to the Mortgage and Assignment that the lessee will attorn to Lender and any purchaser at a foreclosure sale and (iv) not contain any terms which would materially adversely affect Lender’s rights under the Loan Documents. All Major Leases and all renewals, amendments and modifications thereof executed after the date hereof shall be subject to Lender’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that Borrower may, without Lender’s consent (x) enter into renewals, modifications, amendments, expansions and terminations of existing Leases that are not Major Leases and (as such term is defined y) enter into new Leases that are not Major Leases. Lender shall execute and deliver a Subordination Non-Disturbance and Attornment Agreement in the Mortgage Loan Agreement)form annexed as Schedule IV to Tenants under future Leases approved or deemed approved by Lender promptly upon request with such commercially reasonable changes as may be requested by Tenants, from time to time, and which are reasonably acceptable to Lender. No Operating Company has assigned All Leases that are not Major Leases which provide for tenant improvements, tenant allowances and leasing commissions, in the Operating Lease aggregate in excess of $50.00 per rentable square foot, are subject to Lender’s prior approval, such approval not to be unreasonably withheld, conditioned or sublet all or any portion delayed. Moreover, it shall be reasonable for Lender to withhold its approval of any Individual Property except pursuant Lease which provides for an excess of $50.00 per rentable square foot for tenant improvements, tenant allowances and leasing commissions in the aggregate unless Borrower provides Lender evidence that it has the financial ability (e.g., adequate funds on deposit with Senior Mezzanine Lender which are available for the payment of same) to fund such excess before Lender disburses same out of the Operating Lease and the terms hereofvarious Reserve Funds.

Leases. (a) The Operating Borrower shall (i) observe and perform all of the material obligations imposed upon the lessor under the Leases; (ii) promptly send copies to Lender of all notices of default that Borrower shall send or receive under any Material Lease; (iii) promptly notify Lender of any tenant under a Material Lease at the Property which has vacated, or has given Borrower written notice of its intention to vacate, the premises (or any portion thereof) leased to such tenant pursuant to the applicable Material Lease; (iv) enforce the material terms, covenants and conditions in the Leases to be observed by tenants in accordance with commercially reasonable practices for properties similar to the Property; and (as amended and restated on v) obtain the prior written approval of Lender, which approval shall not be unreasonably withheld, conditioned or delayed, for any Lease of the Property, material amendment thereto, assignment thereof, or subletting thereunder executed after the date hereof (unless approval for such assignment or subletting is not required pursuant to the express terms of such Lease) but such approval shall only be required for a “Material Lease,” defined herein as either (x) a lease executed after the date hereof where the base Rent payable thereunder exceeds $500,000 per annum, or (y) the Leases identified on Schedule 5.7 hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, but approval with respect to those Operating such Leases relating to Swap Propertiesidentified on Schedule 5.7 shall be required only for any amendment, on the Swap Closing Date) are true, correct, accurate and complete copies assignment or subletting of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth Leases identified on Schedule X5.7 which would result in a reduction in Rent, the Properties are not subject reduction in term or reduction in space. Lender’s failure to any space Leases other than the Operating Lease and space Leases providing respond to a request from Borrower for occupancy of less than one hundred approval within ten (10010) square feet. Each Operating Lease is a “true lease” for all purposes Business Days of the Bankruptcy Code latter of (including Section 365(di) such receipt of such request and 502(b)(6(ii) thereofreceipt of all information reasonably requested by Lender within five (5) and applicable Legal RequirementsBusiness Days after Lender’s receipt of Borrower’s request for approval, and no Operating Lease constitutes shall be deemed Lender’s approval, provided that Borrower delivers to Lender a financing or conveys any interest writing marked in bold lettering with the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease following: “LENDER’S RESPONSE IS REQUIRED WITHIN 10 BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER” and the Operating Lease Guaranty. Currently, no Person has any possessory interest envelope containing the writing must be marked “PRIORITY” in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofbold letters.

Leases. (a) The Operating Leases (An accurate and complete Rent Roll as amended and restated on of the date hereof, and together with any certificates and notifications entered into of inclusion of each Unencumbered Asset Pool Property in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, Unencumbered Asset Pool with respect to those Operating all Leases relating of any portion of the Unencumbered Asset Pool Properties has been provided to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies Agent. As of the date of delivery of such documents Rent Roll upon inclusion of a Unencumbered Asset Pool Property in the Unencumbered Asset Pool, no tenant or licensee under any Lease is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documentsRent Roll. Except as set forth on in Schedule X6.22, as of the date of inclusion of the applicable Unencumbered Asset Pool Property in the Unencumbered Asset Pool, the Properties are not subject to Leases of any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes portion of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is Unencumbered Asset Pool are in full force and effect in accordance with their respective terms, without any payment default or to the knowledge of the Borrower and the Guarantors any other material default thereunder, nor to the knowledge of the Borrower and the Guarantors are there are no any defenses, counterclaims, offsets, concessions or rebates available to any tenant or licensee thereunder, and except as reflected in Schedule 6.22, the Borrower has not given or made, any notice of any payment or other material events of default thereunder by default, or any party thereto and there are no conditions thatclaim, which remains uncured or unsatisfied, with respect to any of the passage Leases, and to the knowledge of time the Borrower and the Guarantors there is no basis for any such claim or the giving notice of notice, material default by tenant or both, would constitute such a default thereunderlicensee. No Rent under any Operating Lease has been paid more property other than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or Unencumbered Asset Pool Property which is the subject of the Rents except pursuant applicable Lease is necessary to comply with the Mortgage requirements (including, without limitation, parking requirements) contained in such Lease. The Borrower or a Subsidiary Guarantor is the holder of the lessor’s, landlord’s or licensor’s interest in and Assignment to all of the Leases (as such term is defined in of the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofUnencumbered Asset Pool Properties owned by it.

Leases. (a) The Operating Leases (as amended and restated on Transaction Parties have delivered to the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate Agent true and complete copies of such documents the Leases and any amendments thereto relating to each Eligible Real Estate Asset required to be delivered as in effect on a part of the Eligible Real Estate Qualification Documents as of the date hereof hereof. An accurate and constitute complete Rent Roll in all material respects as of the entire agreement between date of inclusion of each Eligible Real Estate Asset in the parties thereto Unencumbered Asset Pool with respect to all Leases of any portion of the subject matter therein Eligible Real Estate Asset has been provided to the Agent. The Leases previously delivered to Agent as described in the preceding sentence constitute as of the date thereof the sole agreements relating to leasing or licensing of space at such Eligible Real Estate Asset and there are no written agreements modifyingin the Building relating thereto. No tenant under any Lease is entitled to any free rent, amendingpartial rent, supplementing rebate of rent payments, credit, offset or restating deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such documentsLeases or such Rent Roll. Except as set forth on in Schedule X6.22, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes reflected therein are, as of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and date of inclusion of the applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest Eligible Real Estate Asset in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. CurrentlyUnencumbered Asset Pool, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and except as reflected in Schedule 6.22, no Transaction Party has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of the Transaction Parties, there are is no material events basis for any such claim or notice of default thereunder by any party thereto and there are tenant which would result in a Material Adverse Effect. Transaction Party knows of no conditions that, condition which with the giving of notice or the passage of time or the giving of notice, or both, both would constitute such a default thereunderon the part of (i) any tenant with respect to the material terms under a Lease or (ii) the respective Transaction Party as landlord under the Lease, in either case, that would, in the aggregate with any other defaults under Leases for the applicable Eligible Real Asset, adversely affect more than five percent (5%) of the base rent generated by such Eligible Real Asset. No Rent under any Operating Lease security deposit or advance rental or fee payment has been paid more than one (1) month in advance of its due date and no Rents made by any lessee or charges licensor under the Operating Lease have been waived, released or otherwise discharged or compromisedLeases except as may be specifically designated in the Leases. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or No property other than the Eligible Real Estate Asset which is the subject of the Rents except pursuant applicable Lease is necessary to comply with the Mortgage and Assignment of Leases material requirements (as including, without limitation, parking requirements) contained in such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofLease.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are Property is not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal RequirementsPrime Lease, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease GuarantyLeases described in the certified rent roll delivered in connection with the origination of the Loan. CurrentlySuch certified rent roll is true, no complete and correct in all material respects as of the date set forth therein. No Person has any possessory interest in any Individual the Property or right to occupy the same (other than typical short-term occupancy rights of hotel guests which are not the subject of a written agreement) except under and pursuant to the provisions of the Operating Lease, any other space Leases. The current Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is are in full force and effect and to the Best of Mezzanine Borrower’s Knowledge, there are no material events of default defaults thereunder by any either party thereto (other than as expressly disclosed on the certified rent roll delivered to Mezzanine Lender or the Tenant estoppel certificates delivered to Mezzanine Lender in connection with the closing of the Loan) and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default material defaults thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under date, except as disclosed in the Operating Lease have been waived, released or otherwise discharged or compromisedTenant estoppel certificates delivered to Mezzanine Lender in connection with the closing of the Loan. There has been no prior sale, transfer or assignment, hypothecation or pledge by Mortgage Borrower of Mortgage Borrower’s interest in any Operating Lease, Operating Lease Guaranty or of the Rents except received therein, which will be outstanding following the funding of the Loan, other than those being assigned to Mortgage Lender concurrently herewith. No Tenant under any Lease has a right or option pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet otherwise to purchase all or any portion part of any Individual Property except pursuant to the Operating Lease and property of which the terms hereofleased premises are a part.

Leases. Each Entity that owns fee title to the underlying Property (athe "Holder") The Operating holds the lessor's interest under all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of such Property (the "Leases"). A true and complete copy of all Leases (have been made available to the Acquirer; to A&O's knowledge, such Leases are in full force and effect, except as amended and restated on indicated otherwise in Section 2.2(j) the date hereofDisclosure Schedule, and together with the Holder, as lessor under such Leases, has not received any certificates and notifications entered into notice that it is in connection therewithdefault of any of its obligations under such Leases beyond any applicable grace period which has not been cured; to A&O's knowledge, except as set forth in Section 2.2(j) and of the Operating Disclosure Schedule, no tenant is in default under any Lease Guaranty provided except to Lender on the Original Closing Date (or, extent such default would not have a Material Adverse Effect with respect to those Operating Leases relating the applicable Holder; rent is being billed to Swap Propertiesthe tenants in accordance with the Leases; no tenant is entitled to "free" rent, on rent concessions, rebates, rent abatements, set-offs, or offsets against rent and no tenant under any such Lease claims a right to any of the Swap Closing Dateforegoing, except as set forth in Section 2.2(j) are trueof the Disclosure Schedule; the Holder has received no written notice that any tenant under any such Lease contests any rent or other charges billed to it, correct, accurate and complete copies except as set forth in Section 2.2(j) of such documents as the Disclosure Schedule; no assignment of the Holder's rights under any Lease is in effect on the date hereof and constitute other than collateral assignments to secure mortgage indebtedness; and, except as set forth in Section 2.2(j) of the entire agreement between the parties thereto Disclosure Schedule with respect to any Leases entered into by such Holder, no brokerage commissions will be due upon the subject matter therein and there are no written agreements modifyingfailure of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To A&O's knowledge, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes material obligations of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in lessor under the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant Leases that have accrued to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease hereof have been waived, released performed or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofsatisfied.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided Borrower has delivered to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are Agent true, correct, accurate correct and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto all Leases. There are no Leases with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documentsPremises other than the Leases delivered to Agent. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating 4.36: (a) each Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect effect; (b) all Rents due and payable under the Leases have been paid and no portion of any Rent has been paid for any period more than thirty (30) days in advance; (c) there are is no claim or basis for a claim by the Lessee thereunder for an adjustment to rent; (d) no Lessee has made any claim in writing against Borrower, Operating Lessee or Property Manager which remains outstanding that Borrower, Operating Lessee or Property Manager is in default under its applicable Lease; (e) no material events of default thereunder has occurred by Borrower, Operating Lessee or, to Borrower’s or Operating Lessee’s knowledge, any party thereto Lessee under any Lease, and there are no conditions thatevent which, with the giving of notice or passage of time or the giving of noticetime, or both, would constitute such a material default thereunder. No Rent by Operating Lessee or, to Borrower’s or Operating Lessee’s knowledge, any Lessee, has occurred; (f) each Lease is the valid, binding and enforceable obligation of Borrower or Operating Lessee, as applicable; (g) intentionally omitted; (h) all Security Deposits under the Leases are as set forth in the Leases, and Borrower and Operating Lessee is in compliance with all Legal Requirements with respect to all Security Deposits; (i) no use restriction contained in any Lease, Permitted Encumbrance or Premises Document is violated by any use permitted under any other Lease, any Permitted Encumbrance or any Premises Document; (j) no Lease contains any option to purchase or right of first refusal to purchase the Premises or any part thereof; (k) to Borrower’s or Operating Lease Lessee’s knowledge, the Lessees named in the Leases are in occupancy of the premises leased under their Leases; and (l) to Borrower’s or Operating Lessee’s knowledge, no Lessee has been paid more than one (1i) month consented to the appointment of a conservator, receiver, trustee, custodian or liquidator in advance any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to it or of or relating to all, or substantially all, of its due date and no Rents property, or charges under for the Operating Lease have been waivedwinding-up or liquidation of its affairs, released (ii) admitted in writing its inability to pay its debts generally as they become due, (iii) filed a petition, or otherwise discharged instituted, or compromised. There has been no prior saleconsented to the institution against it of, transfer or assignment, hypothecation or pledge proceedings to take advantage of any Operating Leaselaw relating to bankruptcy, Operating Lease Guaranty insolvency or reorganization or the relief of debtors, (iv) made an assignment for the Rents except pursuant to the Mortgage and Assignment benefit of Leases its creditors or (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion v) suspended payment of any Individual Property except pursuant to the Operating Lease and the terms hereofits obligations.

Leases. (a) All existing Leases as of the Effective Date are listed in the Rent Roll attached as part of Exhibit B which will be updated as of the Closing Date. The Operating Leases (references to Rent Roll in this paragraph shall be deemed, as amended and restated on of the date hereofEffective Date, and together with any certificates and notifications entered into to mean the Rent Roll attached as part of Exhibit B, and, as of the Closing Date, to mean the updated Rent Roll delivered in connection therewith) and with the Operating Lease Guaranty provided Closing. Seller has delivered, or will deliver, to Lender on the Original Closing Date (orBuyer, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate true and complete copies of all Leases including, but not limited to all amendments and renewals and, to the extent in Seller's possession, all notices of commencement and copies of all correspondence related to such documents leases. Exhibit B is accurate as in effect on to the information set forth therein as of the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documentsset forth therein. Except as set forth on Schedule Xin Exhibit B Seller has not entered into any oral or written lease, the Properties are not subject to license or occupancy agreement, nor has Seller given any space Leases person (other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest Tenants named in the Properties other than Rent Roll or any person under any document or instrument of public record) any right of possession to the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Leaseany part thereof, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events other Leases or rights of default thereunder by possession other than matters of public record. Except as set forth in Exhibit B, Seller has not given any party thereto concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, equity in the Property, cash payments to Tenants, lease assumptions and there are no conditions that, with the passage of time other concessions or the giving of noticeallowances granted to induce a Tenant to enter into a lease, or bothexpand or renew a lease, would constitute such a default thereunder(collectively, "Concessions")) to any Tenant that remain outstanding. No Rent rent under any Operating Lease has been paid more than one (1) month in advance of its due date by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit B, no Tenant has any defense or offset to rent accruing after the Closing Date. The Leases described in the Rent Roll are in full force and effect and no Rents breach exists in the payment of rents except as shown on Exhibit B, no other material default or charges breach exists which remains uncured beyond any applicable grace or cure period under the Operating respective Lease on the part of any Tenant thereunder except as identified on Exhibit B, and except as set forth in Exhibit B, Seller has not received any notice of any alleged default or breach on the part of Seller thereunder that is or is allegedly continuing. All Deposits (and a statement as to whether interest is payable thereon in accordance with the terms of the applicable Lease) are listed in Exhibit B. All known and unresolved Tenant complaints regarding the Property have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant disclosed to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofBuyer.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement)Leases. No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. The Master Lease and Operating Lease (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X4.1.26, to Borrower’s knowledge, the Properties are not subject to any space Leases other than the Master Lease, the Operating Lease, Non-Material Leases and residency agreements with residents of the Facilities, and each of the Master Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each the Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no none of the Master Lease or the Operating Lease or any Non-Material Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is (other than Maryland Borrower) and Maryland Owner are the owner owners and lessor lessors of landlord’s interest in the Operating Lease and the Operating Lease GuarantyMaster Lease. CurrentlyExcept as set forth on Schedule 4.1.26, to Borrower’s knowledge, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (Master Lease and not a possessory interest), hotel guests. Each the Operating Lease and except for the occupancy and related residency rights of residents at the Facilities and any Non-Material Lease. The Master Lease and each Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto (a) in the case of the Master Lease, either Mortgage Borrower (other than Maryland Borrower) and Maryland Owner or Master Tenant or (b) in the case of each Operating Lease, either the Master Tenant or the applicable Operator, and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a material default thereunder. No Rent under the Master Lease or any Operating Lease has been paid more than one (1) month in advance of its due date date, and no Rents or charges under the Master Lease or any Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer Transfer of the Master Lease or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement)thereunder. No Operating Company Master Tenant has not assigned the Operating Master Lease or and has not sublet all or any portion of any Individual Property except pursuant to the Operating Lease. Neither Master Tenant, nor to Borrower’s or Master Tenant’s knowledge, any other Person, has a right or option pursuant to the Master Lease or otherwise to purchase all or any part of any Individual Property, except as expressly provided in the Master Lease upon the occurrence of a Casualty or Condemnation. No Operator has assigned its Operating Lease and, other than pursuant to a Non-Material Lease, sublet all or any portion of any Individual Property except to residents of the applicable Facility, and the terms hereofOperators do not hold any Individual Property under assignment and no Person (except the Operator, its employees and residents of the applicable Facility and, in the case of any Non-Material Lease, the tenant thereunder) occupies any Individual Property. No Operator, nor to Borrower’s knowledge any other Person, has a right or option pursuant to such Operating Lease or otherwise to purchase all or any part of any Individual Property, except as may be expressly provided in the Operating Lease upon the occurrence of a Casualty or Condemnation.

Leases. Each Subject Facility shall remain leased under the applicable Master Lease identified on Exhibit A until the earlier of (ai) The Operating Leases the current expiration date of the Term of the applicable Master Lease as it applies to such Subject Facility, or (ii) the date such Subject Facility is sold in accordance with the terms of this Agreement (such earlier date, as it applies to a particular Subject Facility, is herein referred to as the “Applicable Subject Facility Termination Date”), at which time the applicable Master Lease shall terminate as it applies to such Subject Facility in accordance with the terms of this Agreement and Section 40.16 and the other terms of such Master Lease (in the event of any conflict in such terms, the terms of this Amendment shall control). Except as otherwise expressly provided in this Agreement, until the Applicable Subject Facility Termination Date for each Subject Facility, each of Lessor and Tenant shall remain obligated to perform their respective duties, liabilities and other obligations under the Master Lease relative to such Subject Facility. Notwithstanding the foregoing, (I) if any Subject Facility in ML1-4 is not purchased in a manner consistent with the terms contained in this Agreement on or before April 30, 2018, Tenant shall be deemed to have exercised the Renewal Option with respect to such Subject Facility and, accordingly, such Subject Facility shall immediately be transferred to ML5 pursuant to (x) Section 1.4 of ML5 and (y) Section 1 of the amendment (that is dated as of the ARML Effective Date) to the Master Lease that currently governs its tenancy, such that such Subject Facility will be in “Renewal Group 2” (as amended and restated on the date hereof, and together with any certificates and notifications entered into defined in connection therewithML5) and the Operating numbered “Portfolio” under ML5 that corresponds to the number of the Master Lease Guaranty provided that governed its tenancy prior to Lender such transfer, and as a result of such transfer, the term of ML5 as it relates to such Subject Facilities shall expire on April 30, 2025, subject to any renewal rights for Renewal Group 2, and (II) if any Subject Facility in ML5 is not purchased in a manner consistent with the Original Closing Date (orterms contained in this Agreement on or before April 30, 2018, Tenant shall be deemed to have exercised the Renewal Option with respect to those Operating Leases relating to Swap Propertiessuch Subject Facility and, on the Swap Closing Date) are trueaccordingly, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect Subject Facility shall be subject to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.Section 19.6

Leases. (a) The Operating Property is not subject to any Leases (as amended and restated other than the Leases described on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided rent roll certified to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are as true, correct, accurate complete and complete copies of such documents as correct in effect on all material respects (the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents“Rent Roll”). Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease GuarantyLeases (excluding any subleases or sub-subleasese). Currently, no No Person has any possessory interest in any Individual the Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed Leases. Except as set forth on Schedule X IV hereto and except as disclosed on the Rent Roll or permitted hereunder andon the estoppel certificates delivered to Lender in connection with the closing of the Loan, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is the Leases identified on the Rent Roll are in full force and effect and there are no material events of default defaults thereunder by either party beyond any party thereto applicable notice or cure period, and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default defaults thereunder. No The copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto. Except as set forth on Schedule IV hereto and except as disclosed on the Rent under any Operating Lease Roll or on the estoppel certificates delivered to Lender in connection with the closing of the Loan, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date date. Except as set forth on Schedule IV hereto and except as disclosed on the Rent Roll or on the estoppel certificates delivered to Lender in connection with the closing of the Loan, to 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. Except as set forth on Schedule II hereto and except as disclosed on the Rent Roll or on the estoppel certificates delivered to Lender in connection with the closing of the Loan, 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 a Lease has already been received by such Tenant. Except as set forth on Schedule II hereto and except as disclosed on the Rent Roll or on the estoppel certificates delivered to Lender in connection with the closing of the Loan, each Tenant under each Lease have accepted possession of and is in occupancy of all of its respective space demised under its Lease and has commenced the payment of full, unabated rent under its Lease. 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. To Borrower’s knowledge, no Tenant under a Lease is the subject of bankruptcy or reorganization proceedings. Except as set forth on 49 Schedule IV hereto, no Tenant under any Lease (or any sublease) is an Affiliate of Borrower. Except as set forth on Schedule IV hereto and except as disclosed on the Rent Roll or on the estoppel certificates delivered to Lender in connection with the closing of the Loan, there are no brokerage fees or commissions due and payable by Borrower in connection with the leasing of space at the Property, except as has been previously disclosed to Lender in writing, and no Rents such fees or charges under commissions will become due and payable in the Operating Lease have been waivedfuture in connection with the Leases, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge including by reason of any Operating Lease, Operating extension of such Lease Guaranty or expansion of the space leased thereunder, except as has previously been disclosed to Lender in writing. Borrower has not sold, transferred, assigned, hypothecated or pledged any Lease or the Rents received therefrom, except for those which are no longer in effect and except to Lender pursuant to the Mortgage Loan Documents. Except as set forth on Schedule IV hereto and Assignment except as disclosed on the Rent Roll or on the estoppel certificates delivered to Lender in connection with the closing of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company Loan, to Borrower’s knowledge, no Tenant under any Lease has assigned the Operating its Lease or sublet all or any portion of the premises demised thereby and no such Tenant holds its leased premises under assignment or sublease. Except as set forth on Schedule IV hereto and except as disclosed on the Rent Roll or on the estoppel certificates delivered to Lender in connection with the closing of the Loan and except for the rights of Bloomberg described in Section 40 of the Original Bloomberg Lease in event of a Proposed Competitor Asset Transfer (as defined in the Original Bloomberg Lease) or a Proposed Competitor Equity Transfer (as defined in the Original Bloomberg Lease) , no Tenant under any Individual Property except Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the Operating Lease and leased premises or the terms hereofbuilding of which the leased premises are a part.

Leases. (a) The Operating Leases (rent roll attached hereto as amended Schedule I is true, complete and restated on the date hereof, and together with any certificates and notifications entered into correct in connection therewith) all material respects and the Operating Lease Guaranty provided Property is not subject to Lender on any Leases other than the Original Closing Date (or, Leases described in Schedule I and Leases with respect temporary Tenants or Leases that relate solely to those Operating Leases relating to Swap Properties, on the Swap Closing Date) storage space which are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feetXI. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease GuarantyLeases. Currently, no No Person has any possessory interest in any Individual the Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed Leases. Except as set forth on Schedule X IV hereto or permitted hereunder andin the estoppel certificates delivered to Lender in connection with the closing of the Loan, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is the Leases identified on Schedule I are in full force and effect and there are no material events of default defaults thereunder by either party beyond any party thereto applicable notice or cure period, and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default defaults thereunder. No The copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto. Except as set forth on Schedule IV hereto or in the estoppel certificates delivered to Lender in connection with the closing of the Loan, no Rent under any Operating Lease (including security deposits) has been paid more than one (1) month in advance of its due date date. Except as set forth on Schedule IV hereto or in the estoppel certificates delivered to Lender in connection with the closing of the Loan, to 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. Except as set forth on Schedule IV hereto and except as disclosed in the estoppel certificates delivered to Lender in connection with the closing of the Loan, 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 a Lease has already been received by such Tenant. Except as set forth on Schedule IV hereto or in the estoppel certificates delivered to Lender in connection with the closing of the Loan, each Tenant under each Lease have accepted possession of and is in occupancy of all of its respective space demised under its Lease and has commenced the payment of full, unabated rent under its Lease. 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. Except as set forth on Schedule IV hereto, to Borrower’s knowledge, no Tenant under a Lease is the subject of bankruptcy or reorganization proceedings. Except for the Solar Panel Equipment Lease and the Master Leases, no Tenant under any Lease (or any sublease) is an Affiliate of Borrower. Except as set forth on Schedule IV hereto and except as disclosed in the estoppel certificates delivered to Lender in connection with the closing of the Loan, there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property and no Rents such fees or charges under commissions will become due and payable in the Operating Lease have been waivedfuture in connection with the Leases, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge including by reason of any Operating Lease, Operating extension of such Lease Guaranty or expansion of the space leased thereunder. Borrower has not sold, transferred, assigned, hypothecated or pledged any Lease or the Rents received therefrom, except for those which are no longer in effect and except to Lender pursuant to the Mortgage Loan Documents. Except as set forth on Schedule IV hereto and Assignment of Leases (except as such term is defined disclosed in the Mortgage Loan Agreement). No Operating Company estoppel certificates delivered to Lender in connection with the closing of the Loan, to Borrower’s knowledge, no Tenant under any Lease has assigned the Operating its Lease or sublet all or any portion of the premises demised thereby and no such Tenant holds its leased premises under assignment or sublease. Except as set forth on Schedule IV hereto and except as disclosed in the estoppel certificates delivered to Lender in connection with the closing of the Loan, no Tenant under any Individual Property except Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the Operating Lease and leased premises or the terms hereofbuilding of which the leased premises are a part.

Leases. (a) The Operating Leases (An accurate and complete Rent Roll for the Mortgaged Property as amended and restated on of the date hereof, hereof has been certified on behalf of the Borrower and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect Agent. The Borrower has delivered to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are Agent true, correct, accurate correct and complete copies of the Leases and any amendments or supplements thereto relating to the Mortgaged Property. The Leases reflected on such documents Rent Roll constitute as in effect on of the date hereof thereof the sole agreements and constitute understandings relating to leasing or licensing of space at such Mortgaged Property and in the entire agreement between Building. There are no tenants in possession or Persons having rights to occupy the parties thereto with respect Mortgaged Property or portion thereof as a tenant other than pursuant to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating Leases reflected in such documentsRent Roll. Except as set forth on in Schedule X6.27 attached hereto, the Properties Leases reflected therein are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no in accordance with their respective terms, without any payment default or any other material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder, nor are there any defenses, counterclaims, offsets, free rent, partial rent, credit or deduction in rent, lease support payments, lease buy-outs, concessions or rebates available to any tenant thereunder (other than such free rent, lease support payments or other concessions available to such tenants as expressly provided in the applicable Lease). No Except as set forth in Schedule 6.27 attached hereto, neither the Property Owner nor any Person acting on its behalf has given or made any notice of any non-payment or other material default or any claim which remains uncured or unsatisfied with respect to any of the Leases. The Rent under any Operating Lease has been Roll furnished to the Agent accurately and completely sets forth all rents payable by tenants, no tenant having paid more than one (1) month month's base rent in advance (excluding security deposits). Schedule 6.27 attached hereto accurately and completely sets forth all security, if any, deposited by tenants. Neither the Property Owner nor anyone acting on its behalf has received any notice from any tenant claiming the existence of its due any default by the landlord under any of the Leases or any defense, counterclaim or right of offset or other credit, and to the best of the Borrower's knowledge there is no basis for any such claim or notice of default by any tenant. The Borrower has reviewed the estoppel certificates delivered by the tenants or subtenants of the Mortgaged Property to the Agent on or prior to the date hereof and, except as set forth on Schedule 6.27 attached hereto, such estoppel certificates are true and no Rents correct in all material respects. Except as set forth in Schedule 6.27 attached hereto, all tenant improvements or charges under work to be done, furnished or paid for by the Operating Property Owner, or credited or allowed to a tenant, for, or in connection with, the Building as of the date hereof pursuant to any Lease have been waived, released or otherwise discharged or compromised. There has been completed and paid for. Except as set forth in Schedule 6.27 attached hereto, no prior salematerial leasing, transfer brokerage or assignmentlike commissions, hypothecation fees or pledge of any Operating Lease, Operating Lease Guaranty or payments are due from the Property Owner in respect of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofLeases.

Leases. (a) The Operating Leases (An accurate and complete Rent Roll and Lease Summary as amended and restated on of the date hereof, and together with any certificates and notifications entered into of inclusion of each Mortgaged Property in connection therewiththe Collateral (or such other recent date as may be required by the Agent) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating all Leases of any portion of the Mortgaged Property has been provided to the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements relating to Swap Propertiesleasing or licensing of space at such Mortgaged Property and in the Building relating thereto. None of the Leases has been modified, changed, altered, assigned, supplemented or amended in any respect, except as reflected on the Swap Closing Date) Rent Roll, and no tenant is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in the Rent Roll. There are trueno occupancies, correctrights, accurate and complete copies of such documents as privileges or licenses in effect on the date hereof and constitute the entire agreement between the parties thereto with respect or to any Mortgaged Property or portion thereof other than pursuant to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating Leases reflected in Rent Rolls previously furnished to the Agent for such documentsMortgaged Property. Except as set forth on Schedule Xin each Rent Roll, the Properties Leases reflected therein are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and neither the Borrower, REA nor any Guarantor has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of the Borrower and REA, there are is no material events basis for any such claim or notice of default thereunder by any party thereto and there are no conditions that, tenant. No property other than the Mortgaged Property which is the subject of the applicable Lease is necessary to comply with the passage of time or requirements (including, without limitation, parking requirements) contained in such Lease. The Rent Rolls furnished to the giving of noticeAgent accurately and completely set forth all rents payable by and security, or bothif any, would constitute such a default thereunder. No Rent under any Operating Lease has been deposited by tenants, no tenant having paid more than one (1month's rent in advance. Except as described in Schedule 6.24(l) month attached hereto, all tenant improvements or work to be done, furnished or paid for by the Borrower, REA or any Guarantor, or credited or allowed to a tenant, for, or in advance of its due date and no Rents or charges under connection with, the Operating Building pursuant to any Lease have been waived, released or otherwise discharged or compromised. There has been completed and paid for or provided for in a manner satisfactory to the Agent, and, except as set forth on Schedule 6.24(l), no prior salematerial leasing, transfer brokerage or assignmentlike commissions, hypothecation fees or pledge of any Operating Lease, Operating Lease Guaranty or payments are due from the Borrower in respect of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofLeases.

Leases. (a) The Operating Seller has made available to the Purchaser true, correct and complete copies of all of the Leases (affecting the Properties including all guarantees of such Leases. Other than the Leases and the Ground Leases, any matters of record as amended reflected in the Title Commitments and restated on the date hereofas disclosed in writing to Purchaser, and together with none of Seller, any certificates and notifications Holdco Subsidiary, any General Partner or any Owner has entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, any contract or agreement with respect to those Operating Leases relating to Swap Properties, the occupancy of the Properties or any portion or portions thereof which will be binding on the Swap Closing DateOwners after the Closing, other than (i) consent and recognition agreements with respect to (x) subleases and (y) Tenant equipment financings and (ii) customary agreements for utilities, cable, antennae, fiber optic and other similar service providers (collectively, the “Service Provider Contracts”). To the extent such Service Provider Contracts are in Seller’s actual possession, Seller has made available to Purchaser true, correct, accurate correct and complete copies of such documents Service Provider Contracts. Except as disclosed in effect on writing to the date hereof and constitute Purchaser, as of the entire agreement between the parties thereto Effective Date (i) no written notice has been given or received by any Owner under such Leases with respect to any material default under the subject matter therein Leases that remains uncured and there are (ii) to Seller’s knowledge, no written agreements modifyingmaterial default exists on the part of any Tenant under such Leases, amending, supplementing or restating such documentsexcept for the Metalsa Lease Defaults. Except for the Unfunded TI Allowances and as set forth on Schedule Xotherwise disclosed in writing to the Purchaser, the Properties are not subject to there is no free rent outstanding under any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for Lease, all purposes of the Bankruptcy Code (including Section 365(d) Owner’s obligations to construct tenant improvements have been performed in full, all of the Owner’s obligations to reimburse Tenants for tenant improvements under the Leases and 502(b)(6) thereof) and applicable Legal Requirementsall concessions from the Owner under the Leases have been paid in full, and no Operating Lease constitutes a financing leasing commissions are due under the Leases or conveys any interest in the Properties other than the leasehold interest therein demised therebyseparate leasing commission or brokerage agreements. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. CurrentlyNo Tenant has paid any base rent, no Person has any possessory interest in any Individual Property additional rent or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating amount due under the Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its the applicable due date and no Rents or charges under date, other than any security deposits (but any advance payment thereof after the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge Effective Date shall not constitute an Exception Matter if such payment is prorated as provided in Section 7.5 of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan this Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant Except as disclosed in writing to the Operating Lease and Purchaser, there are no security deposits paid by Tenants, but any application of security deposits in accordance with the terms hereofapplicable Leases after the Effective Date shall not constitute an Exception Matter.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest described in the Properties other than the leasehold interest therein demised therebyrent rolls delivered to Lender in connection with this Agreement. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person No person has any possessory interest in any Individual Property of the Properties or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases. The current Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is are in full force and effect and, to Borrower's knowledge and except as disclosed in the certified rent rolls delivered to Lender as of the date hereof, there are no material events of default defaults thereunder by any either party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default defaults thereunder. No Rent under any Operating Lease has Borrower is the sole owner of the entire lessor's interest in the Leases. None of the Rents reserved in the Leases have been paid assigned or otherwise pledged or hypothecated other than pursuant to the Loan Documents. None of the Rents have been collected for more than one (1) month in advance of its when due date and no Rents or charges under the Operating Lease applicable Lease. The premises demised under the Leases have been waivedcompleted and the tenants under the Leases have accepted the same and have taken possession of the same on a rent-paying basis other than those tenants under Leases for which premises are being constructed or renovated as a condition to occupancy and other than those matters described in the certified rent rolls delivered by Borrower to Lender as of the date hereof. To Borrower's knowledge, released there exist no offsets or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge defenses to the payment of any Operating Lease, Operating Lease Guaranty or portion of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement)Rents. No Operating Company Lease contains an option to purchase, right of first refusal to purchase, or any other similar provision. No Person has assigned the Operating Lease any possessory interest in, or sublet all or right to occupy any portion of any of the Properties except under and pursuant to a Lease or pursuant to an easement or agreement reflected in the Title Insurance Policies. Each Lease which provides for annual rental payments constituting five (5%) percent or more of the Net Operating Income with respect to an Individual Property except for the 1996 calendar year (taking into account the Leases of any Affiliates of the tenant under the Lease in question or any other Leases of that tenant) is subordinate to the applicable Mortgage either pursuant to the Operating Lease and the its terms hereof.or a subordination agreement. (aa)

Leases. The rent roll attached hereto as Schedule 8 (athe “Rent Roll”) The Operating Leases (as amended is true, complete and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) correct and the Operating Lease Guaranty provided Property is not subject to Lender on any Leases other than the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on described in the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documentsRent Roll. Except as set forth on Schedule X, the Properties are not subject Rent Roll or tenant estoppel certificates delivered to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant Lender prior to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only date hereof: (and not a possessory interest), hotel guests. Each Operating i) each Lease and Operating Lease Guaranty is in full force and effect 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 material events 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 default fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder by for an adjustment to the rent; (v) to Borrower’s best knowledge, no tenant has made any party thereto and claim against the landlord under any Lease which remains outstanding, there are no conditions thatdefaults 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 the giving of noticetime, or both, would constitute such a default; (vi) to Borrower’s best knowledge, there is no present material default thereunder. No Rent by the tenant under any Operating Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of Borrower and the applicable tenant thereunder; (x) to 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 paid more than one (1) month in advance of its due date assigned or pledged except to Lender, and no Rents or charges under other Person has any interest therein except the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereoftenants thereunder.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there There are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any leases of space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right other agreements to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual the Property, which will be in force after the Closing and under which Seller is the landlord (whether by entering into the leases or acquiring the Property except pursuant subject to the Operating leases) other than the Leases. As used herein, “Leases” means, collectively, (x) the leases listed on Exhibit “O” (the “Lease Exhibit”), including amendments thereto entered into in accordance with this Agreement and (y) the terms leases of space in the Property (including amendments thereto) entered into in accordance with this Agreement. To Seller’s knowledge, all of the Leases are in full force and effect. None of the Leases has been amended except as set forth in the Lease Exhibit. To Seller’s knowledge, neither Seller nor any tenant is in monetary default or has given written notice of any material non-monetary default under any of the Leases, except as set forth on Exhibit “P”. To Seller’s knowledge, as of the Closing, there shall be no unpaid Commissions or Tenant Inducement Costs which Seller is obligated to pay (before or after Closing) with respect to any Leases in effect as of the Closing, except for the following (i) those payable in connection with renewals, extensions, permitted amendments and expansions occurring after the date of this Agreement with respect to Existing Leases (provided that such obligations are set forth in the applicable Lease or in the Leasing Cost Exhibit), (ii) those credited to Buyer at Closing under Section 5.4.1(g), (iii) those payable in connection with new Leases or amendments which are permitted hereunder (which have been disclosed in writing to Buyer prior to the approval of a Lease or amendment approved or deemed approved during the Lease Approval Period), and (iv) all other Commissions and Tenant Inducement Costs listed on the Leasing Cost Exhibit. To Seller’s knowledge, as of the date hereof, there are no Tenant Inducement Costs or Leasing Commissions that are payable and unpaid except to the extent identified on the Leasing Cost Exhibit as “Currently Outstanding Costs”.

Leases. A rent roll as of a date not more than 30 days prior to the Effective Date (a) The Operating Leases (as amended and restated on or the date hereofthat an Additional Property becomes a Mortgaged Property) with respect to all Leases of any portion of the Mortgaged Properties is accurate and completely set forth in Schedule 6.20 as the same shall be supplemented each fiscal quarter by a certificate signed by an authorized officer of Borrower. The Leases reflected on such rent roll constitute the sole and complete material agreements and understandings relating to leasing or licensing of space in the Buildings or otherwise at the Mortgaged Properties. The Borrower has delivered to the Agent a true and complete copy of all Leases. There are no occupancies, rights, privileges or licenses in or to the Buildings or any other part of the Mortgaged Properties other than pursuant to the Leases reflected on Schedule 6.20. Except as set forth in Schedule 6.20 the Leases reflected thereon are in full force and effect, in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any material defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and together with neither the Borrower nor the Mortgagor has given or made, or received, any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (ornotice of default, or any claim, which remains uncured or unsatisfied, with respect to those Operating any of the Leases relating to Swap Propertiesand, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein best of the knowledge of the Borrower and of the Mortgagor there is no basis for any such claim or notice of default by any tenant. The Schedule 6.20 rent roll accurately and completely sets forth all rents payable by tenants, no tenant having paid more than one month's rent in advance. All tenant improvements or work to be done, furnished or paid for by the landlord, or credited or allowed to a tenant, for, or in connection with, the Buildings pursuant to any Lease has been completed and paid for, or provided for in a manner satisfactory to the Agent, or will be paid for by the Borrower or the Mortgagor in the ordinary course of its business. No leasing, brokerage or like commissions, fees or payments are no written agreements modifyingdue from the Borrower or the Mortgagor in respect of the Leases, amending, supplementing except those that will be paid for by the Borrower or restating such documentsthe Mortgagor in the ordinary course of its business. Except as set forth on the Schedule X6.20 rent roll, all tenants under all Leases are in occupancy and operating the Properties are not subject to any space premises covered by such Leases other than within the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except permitted uses under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofLeases.

Leases. (a) The Operating Leases (An accurate and complete Rent Roll as amended and restated on of the date hereof, and together with any certificates and notifications entered into of inclusion of each Unencumbered Asset Pool Property in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, Unencumbered Asset Pool with respect to those Operating all Leases relating of any portion of the Unencumbered Asset Pool Properties has been provided to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies Agent. As of the date of delivery of such documents Rent Roll upon inclusion of a Unencumbered Asset Pool Property in the Unencumbered Asset Pool, no tenant or licensee under any Lease is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documentsRent Roll. Except as set forth on in Schedule X6.22, the Properties are not subject to Leases of any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes portion of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and Unencumbered Asset Pool are, as of the date of inclusion of the applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest Unencumbered Asset Pool Property in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. CurrentlyUnencumbered Asset Pool, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect in accordance with their respective terms, without any payment default or to the knowledge of the Borrower and the Guarantors any other material default thereunder, nor to the knowledge of the Borrower and the Guarantors are there are no any defenses, counterclaims, offsets, concessions or rebates available to any tenant or licensee thereunder, and except as reflected in Schedule 6.22, the Borrower has not given or made, any notice of any payment or other material events of default thereunder by default, or any party thereto and there are no conditions thatclaim, which remains uncured or unsatisfied, with respect to any of the passage Leases, and to the knowledge of time the Borrower and the Guarantors there is no basis for any such claim or the giving notice of notice, material default by tenant or both, would constitute such a default thereunderlicensee. No Rent under any Operating Lease has been paid more property other than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or Unencumbered Asset Pool Property which is the subject of the Rents applicable Lease is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease. The Borrower or a Subsidiary Guarantor is the holder of the lessor’s, landlord’s or licensor’s interest in and to all of the Leases of the Unencumbered Asset Pool Properties owned by it, except pursuant to that both a Subsidiary Guarantor and Borrower hold the Mortgage and Assignment of Leases (as such term is defined lessor’s, landlord’s or licensor’s interests in the Mortgage Loan agreements described in the definition of “Nokia Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof” in §1.1.

Leases. The Buyer will not extend the term of any lease or sublease of real property (a) The Operating Leases such extended lease or sublease term, the "Extended Term"), pursuant to which lease or sublease the Seller has guaranteed the obligation of the Company thereunder (as amended and restated on any such lease, a "Guaranteed Lease"), unless the date hereof, and together with any certificates and notifications entered into in connection therewith) and Company causes the Operating obligations of the Seller under such Guaranteed Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein Extended Term to be terminated (such termination to be evidenced by a written agreement executed by the landlord or sublandlord, as the case may be, under such Guaranteed Lease); provided, that the provisions of this Section 6.08 shall not apply to the extension or renewal of the term of the Guaranteed Lease for the following stores of the Company: (x) Nashville, Tennessee (Store #3003), (y) Huntsville, Alabama (Store #3030), and there are no written agreements modifying(z) Columbus, amendingOhio (Store #3074). Notwithstanding anything in this Agreement to the contrary, supplementing in the event that any landlord or restating sublandlord under a Guaranteed Lease demands performance by the Seller of the Seller's obligations as a guarantor under the terms and conditions of any such documents. Except as set forth on Schedule XGuaranteed Lease, the Properties are not subject Seller and the Buyer hereby agree that the Seller shall be subrogated to the rights of the Company, as a tenant, under the terms and conditions of such Guaranteed Lease. The Company shall execute on the Closing Date the Collateral Assignment of Leases pursuant to which the Company shall (i) indemnify the Seller from and against the entirety of any Adverse Consequences incurred by the Seller with respect to any space Leases other than Guaranteed Lease or the Operating Lease BNB Guaranty and space Leases providing for occupancy of less than one hundred (100ii) square feet. Each Operating Lease is a “true lease” for collaterally assign to the Seller all purposes of the Bankruptcy Code (including Section 365(d) Company's right, title and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating to each Guaranteed Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest leasehold estate thereunder in any Individual Property or right order to occupy secure (A) the same except Buyer's indemnification obligations under and pursuant to the provisions of Section 8.03(c) and (B) the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges Company's indemnification obligations under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Collateral Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant only to the Operating extent that all necessary consents or approvals are obtained from the landlords or sublandlords, as the case may be, under a Guaranteed Lease and to which the terms hereofCollateral Assignment of Leases relates); provided, that following the Closing, the Buyer will cause the Company, as reasonably requested by the Seller, to cooperate with the Seller's efforts to obtain any consents required under each Guaranteed Lease to which the Collateral Assignment of Leases relates.

Leases. The Master Lease and Operating Lease (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X4.1.26, to Borrower's knowledge, the Properties are not subject to any space Leases other than the Master Lease, the Operating Lease, Non-Material Leases and residency agreements with residents of the Facilities, and each of the Master Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each the Operating Lease is a “"true lease” " for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no none of the Master Lease or the Operating Lease or any Non-Material Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is (other than Maryland Borrower) and Maryland Owner are the owner owners and lessor lessors of landlord’s 's interest in the Operating Lease and the Operating Lease GuarantyMaster Lease. CurrentlyExcept as set forth on Schedule 4.1.26, to Borrower's knowledge, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (Master Lease and not a possessory interest), hotel guests. Each the Operating Lease and except for the occupancy and related residency rights of residents at the Facilities and any Non-Material Lease. The Master Lease and each Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto (a) in the case of the Master Lease, either Mortgage Borrower (other than Maryland Borrower) and Maryland Owner or Master Tenant or (b) in the case of each Operating Lease, either the Master Tenant or the applicable Operator, and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a material default thereunder. No Rent under the Master Lease or any Operating Lease has been paid more than one (1) month in advance of its due date date, and no Rents or charges under the Master Lease or any Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer Transfer of the Master Lease or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement)thereunder. No Operating Company Master Tenant has not assigned the Operating Master Lease or and has not sublet all or any portion of any Individual Property except pursuant to the Operating Lease. Neither Master Tenant, nor to Borrower's or Master Tenant's knowledge, any other Person, has a right or option pursuant to the Master Lease or otherwise to purchase all or any part of any Individual Property, except as expressly provided in the Master Lease upon the occurrence of a Casualty or Condemnation. No Operator has assigned its Operating Lease and, other than pursuant to a Non-Material Lease, sublet all or any portion of any Individual Property except to residents of the applicable Facility, and the terms hereofOperators do not hold any Individual Property under assignment and no Person (except the Operator, its employees and residents of the applicable Facility and, in the case of any Non-Material Lease, the tenant thereunder) occupies any Individual Property. No Operator, nor to Borrower's knowledge any other Person, has a right or option pursuant to such Operating Lease or otherwise to purchase all or any part of any Individual Property, except as may be expressly provided in the Operating Lease upon the occurrence of a Casualty or Condemnation.

Leases. Borrower has delivered (ai) The Operating a true, correct and complete schedule (the “Rent Roll”) of all Leases (affecting the Property as amended and restated on of the date hereof, which accurately and together with completely sets forth in all material respects for each such Lease, the following: the name of the Tenant, the Lease expiration date, extension and renewal provisions, the base rent payable, the security deposit held thereunder and any certificates other material provisions of such Lease and notifications entered into in connection therewith(ii) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate correct and complete copies of such documents as all Leases described in effect on the date hereof Rent Roll. Each Lease constitutes the legal, valid and constitute the entire agreement between the parties thereto with respect binding obligation of Borrower and, to the subject matter therein best of Borrower’s knowledge and there are no written agreements modifyingbelief, amendingis enforceable against the Tenant thereof. No default exists, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage passing of time or the giving of noticenotice or both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or both, would constitute such a default thereunderthe Property. No Rent Tenant under any Operating Lease has been has, as of the date hereof, paid rent more than one thirty (130) month days in advance of its due date advance, and no Rents or charges the rents under the Operating Lease such Leases have not been waived, released released, or otherwise discharged or compromised. There All security deposits required under such Leases have been fully funded and are held by Borrower in a separate segregated account or as otherwise required by applicable law. Except as has been no prior saleotherwise disclosed to Lender in writing, transfer or assignmentall work to be performed by Borrower under the Leases has been substantially performed, hypothecation or pledge of any Operating Leaseall contributions to be made by Borrower to the Tenants thereunder have been made, Operating all other conditions precedent to each such Tenant’s obligations thereunder have been satisfied, and each Tenant under a Lease Guaranty or has entered into occupancy of the Rents except pursuant demised premises. To the best of Borrower’s knowledge and belief, each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors. No Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the Mortgage and Assignment lien of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion this Deed of any Individual Property except pursuant to the Operating Lease and the terms hereofTrust.

Leases. Borrowers may amend or modify or permit the amendment or modification of any of the Leases or the Lease Guaranties without Agent's prior written consent, unless such amendment or modification does any of the following (each a "Material Lease Modification"): (a) The Operating changes the rent or any other monetary obligations under any Lease; (b) changes the term of any Lease; (c) releases or limits the liability of any guarantor under any Lease or Lease Guaranty; (d) releases any security deposits or letters of credit or any other security or collateral under any Lease; (e) consents to the assignment, delegation or other transfer of rights and obligations under any Lease or Lease Guaranty; or (f) makes any other material change to the terms and conditions of any of the Leases or Lease Guaranties or increases in any material respect the obligations or liabilities of the landlord thereunder. Agent shall not unreasonably withhold its consent to any requested amendment to a Lease, so long as such amendment would not cause an Event of Default under subsections 8.1(l), (as amended and restated on m), (n) or (o) below. Borrowers shall not terminate or permit the date hereoftermination of any of the Leases or the Lease Guaranties without Agent's prior written consent, and together which consent shall not be unreasonably withheld or delayed. If a Lease with any certificates Tenant is restructured in a manner that requires the Tenant to be replaced by a new tenant or is terminated by the Tenant or rejected in bankruptcy, then Borrowers shall identify a proposed new tenant and notifications entered into in connection therewithdeliver to Agent a proposed lease with such new tenant within one hundred twenty (120) days thereafter. So long as the new tenant is reasonably acceptable to Agent and the Operating Lease Guaranty provided to Lender on the Original Closing Date new lease provides for rent payments in each year which are at least eighty percent (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date80%) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) rent payments which were due from the Tenant being replaced for such year, then Agent shall not unreasonably withhold or delay its consent to such proposed new tenant and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofnew lease.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X6.21 with respect to the Borrowing Base Properties as of the Closing Date or as disclosed in writing to Agent prior to the acceptance of any additional Borrowing Base Properties, none of the Borrowing Base Properties are not is subject to any space Leases Lease or other occupancy agreement, other than the Operating Lease Leases disclosed on the Rent Roll provided to Agent prior to the acceptance of such Real Estate as a Borrowing Base Property and space Leases providing for occupancy of less than one hundred (100) square feetentered into subsequent to such date in accordance with this Agreement. Each Operating Lease is a “true lease” for all purposes As of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor date of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder andthis Agreement or, with respect to any Real Estate included as a right Borrowing Base Property after the date of this Agreement, as of the date of inclusion of such Borrowing Base Property, a true, correct and complete (in all material respects) Rent Roll of each Borrowing Base Property in Borrowing Base Availability with respect to all Leases of any portion of the Borrowing Base Property has been provided to the Agent. The Borrower has delivered to the Agent true copies of the Leases and any amendments thereto relating to each Borrowing Base Property required to be delivered as a part of the Borrowing Base Qualification Documents. Such Leases constitute as of such date thereof the sole leases or licenses or other agreements pertaining to the occupancy only (or use of space at such Borrowing Base Property and not a possessory interest)in the Building relating thereto. Except as reflected on Schedule 6.21, hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent tenant under any Operating Lease (i) is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments, lease buy-outs or abatements or credits, and (ii) has been paid made any prepayments of rent or other payments due under such Lease for more than one (1) month in advance of its the due date of such payment. Except as set forth in Schedule 6.21, the Leases reflected therein are, as of the date of inclusion of the applicable Borrowing Base Property in the calculation of Borrowing Base Availability, in full force and no Rents effect in accordance with their respective terms, without any payment default or charges under any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions, rebates, or tenant improvement allowances, contributions or landlord construction obligations available to any tenant thereunder, and, except as reflected in Schedule 6.21, neither the Operating Lease have been waivedBorrower nor any Guarantor has given or made, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge any notice of any Operating payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of the Borrower, there is no basis for any such claim or notice of default by any tenant under a Lease. Except as reflected in Schedule 6.21, no property, other than the Borrowing Base Property which is the subject of the applicable Lease, Operating Lease Guaranty or is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease. The Borrower has complied with the terms and conditions of Section 5(c) of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Cash Collateral Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are Property is not subject to any space Leases leases other than the Operating Lease Leases described in the rent roll attached hereto as Schedule I and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease made a part hereof, which rent roll is a “true lease” for true, complete and accurate in all purposes respects as of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised therebyClosing Date. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease GuarantyLeases. Currently, no No Person has any possessory interest in the Property (or any Individual Property portion thereof) or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases. The current Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is are in full force and effect and and, except as set forth on the rent roll attached hereto as Schedule I or in any tenant estoppel certificate delivered to Lender or in the document entitled Aged Delinquencies dated 3/26/2018 delivered to Lender, there are no material events of default defaults thereunder by any either party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default defaults thereunder. No Except as set forth in any tenant estoppel certificate delivered to Lender, or as otherwise disclosed to Lender in the Lease or by Borrower, no Rent under any Operating Lease has been paid more than one (1) month in advance of its due date date. All security deposits are held by Borrower in accordance with applicable law. Except as set forth in any tenant estoppel certificate delivered to Lender, or as otherwise disclosed to Lender in the Lease or by Borrower, all work to be performed by Borrower under each Lease has been performed as required and no Rents has been accepted by the applicable Tenant, and any payments, free rent, partial rent, rebate of rent or charges under the Operating Lease have other payments, credits, allowances or abatements required to be given by Borrower to any Tenant has already been waived, released or otherwise discharged or compromisedreceived by such Tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents received therein which is outstanding. To Borrower’s knowledge, no Tenant listed on Schedule I has assigned its Lease or except pursuant as set forth in any tenant estoppel certificate delivered to the Mortgage and Assignment of Leases (Lender, or as such term is defined otherwise disclosed to Lender in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or by Borrower, sublet all or any portion of the premises demised thereby, no such Tenant holds its leased premises under assignment. Except as disclosed to Lender or as set forth in the Leases, no Tenant under any Individual Property except Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the Operating leased premises or the building of which the leased premises are a part. Except as disclosed to Lender or as set forth in the Leases, no Tenant under any Lease and has any right or option for additional space in the terms hereofImprovements.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, any Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement)Rents. No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided Seller has or will deliver to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are Buyer true, correct, accurate and complete copies of such documents as all of the Leases and there are no leases, subleases, licenses, occupancies or tenancies in effect on pertaining to any portion of the date hereof Real Property, and constitute no persons, tenants or entities occupy space in the entire agreement between Real Property. There are no options or rights to renew, extend or terminate the parties thereto Leases or expand any Lease premises, except as shown in the Leases. No brokerage commission or similar fee is due or unpaid by Seller with respect to the subject matter therein any Lease, and there are no written or oral agreements modifyingthat will obligate Buyer, amendingas Seller’s assignee, supplementing to pay any such commission or restating such documentsfee under any Lease or extension, expansion or renewal thereof. Except as set forth on Schedule X, the Properties The Leases and any guaranties thereof are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect effect, and there are subject to no material events defenses, setoffs or counterclaims for the benefit of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default Tenants thereunder. Neither Seller nor, to Seller’s knowledge, any Tenant is in default under its Lease. Seller is in full compliance with all of the landlord’s obligations under the Leases, and (except insofar as such an obligation might be inferred from the Roof Contracts), Seller has no obligation to any Tenant under the Leases to further improve such Tenant’s premises or to grant or allow any rent or other concessions. No Rent under any Operating Lease has rent or other payments have been paid collected in advance for more than one (1) month in advance of its due date and no Rents rents or charges under other deposits are held by Seller, except the Operating Lease have been waivedsecurity deposits paid or credited to Buyer at Closing, released or otherwise discharged or compromised. There has been no prior saleReplacement Reserve escrowed funds to be applied to Roof Contracts, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of and rent for the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofcurrent month.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than ------ the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest described in the Properties other than the leasehold interest therein demised therebyrent rolls delivered to Lender in connection with this Agreement. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person No person has any possessory interest in any Individual Property of the Properties or right to occupy the same except under and pursuant to the provisions of the Operating Leases and the right of the lessor under the Ground Lease to occupy a portion of the related Individual Property pursuant to the terms and provisions of Article XLI of the Ground Lease. Other than as set forth in the estoppel certificates from tenants under Leases delivered to Lender in connection with the Loan, any other space to Borrower's knowledge, the current Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is are in full force and effect and there are no material events of default defaults thereunder by any either party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default defaults thereunder. No Rent under any Operating Lease has Borrower is the sole owner of the entire lessor's interest in the Leases. None of the Rents reserved in the Leases have been paid assigned or otherwise pledged or hypothecated other than pursuant to the Loan Documents. None of the Rents have been collected for more than one (1) month in advance of its when due date and no Rents or charges under the Operating Lease applicable Lease. The premises demised under the Leases have been waivedcompleted and the tenants under the Leases have accepted the same and have taken possession of the same on a rent-paying basis other than those tenants under Leases for which premises are being constructed or renovated as a condition to occupancy. Other than as set forth in the estoppel certificates from tenants under Leases delivered to Lender in connection with the Loan, released to Borrower's knowledge, there exist no offsets or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge defenses to the payment of any Operating Lease, Operating Lease Guaranty or portion of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement)Rents. No Operating Company Lease contains an option to purchase, right of first refusal to purchase, or any other similar provision. No Person has assigned the Operating Lease any possessory interest in, or sublet all or right to occupy any portion of any Individual Property of the Properties except under and pursuant to a Lease. Except as set forth on Schedule VI hereto, to Borrower's knowledge, all of the Operating Lease Leases are subordinate ----------- to the applicable Mortgage either pursuant to their terms or recorded subordination agreements and all of the terms hereofLeases provide that the tenant thereunder agrees to attorn to Lender.

Leases. (a) The Operating To faithfully abide by, perform and discharge each and every obligation, covenant and agreement of the Leases (as amended by Assignor to be performed; to use its best efforts to enforce or secure the performance of each and restated on every obligation, covenant, condition and agreement of the date hereofLeases by the tenants to be performed; not to borrow against, and together with pledge, or assign any certificates and notifications entered into in connection therewith) and of Assignor’s rights under the Operating Lease Guaranty provided Leases or any rentals due thereunder; not to Lender on consent to a subordination or assignment of the Original Closing Date (or, with respect to those Operating interest of the tenants under the Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases party other than Assignee; not to anticipate the Operating Lease and space Rents under the Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under reduce the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or amount of the Rents except pursuant thereunder; and not to incur any indebtedness to the Mortgage tenants without the prior written consent of Assignee. With respect to all Leases of the Premises, Assignor agrees that it will not modify, terminate, extend or renew (except on terms set forth in a Lease approved by Assignee and Assignment provided such terms do not adversely affect the financial terms of such Lease), accept a surrender of or in any way alter the terms of the Leases (as nor waive, excuse, condone or in any manner release or discharge the tenants of or from their obligations, covenants and agreements to be performed without the prior written consent of Assignee, such term is defined in consent not to be unreasonably withheld, delayed or conditioned. In the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease event that Assignor enters into any subleases or sublet other occupancy arrangements with unrelated third parties for all or any portion of the Premises, Assignor shall provide Assignee with copies of such subleases or other agreement within 10 days after execution. Assignor will not enter into any Individual Property except pursuant additional Leases without the prior written consent of Assignee, such consent not to be unreasonably withheld, delayed or conditioned. In addition, Assignor covenants and agrees that, with respect to all Leases: (a) it shall lease all space on the Operating Premises at market rental rates unless approved in writing by Assignee; and (b) any action taken with respect to any lease shall be taken in the ordinary course of Assignor’s business in conformance with commercially reasonable, prudent and sound business practice. Assignor will deliver copies of all Lease amendments and the terms hereofnew Leases to Assignee within 30 days after execution.

Leases. (a) The Operating Leases (Except as amended specified below, Borrower shall not enter into, or amend or modify in any material respect, any lease covering any portion of the Project without Administrative Agent’s prior written consent, in Administrative Agent’s reasonable discretion, and restated shall furnish to Administrative Agent, upon execution, a fully executed copy of each such lease entered into by Borrower, together with all exhibits and attachments thereto and all amendments and modifications thereof. Borrower shall provide Administrative Agent with a copy of each proposed lease and with financial information on the date hereofproposed tenant to aid Administrative Agent in determining whether it will consent thereto. Administrative Agent may declare each such lease to be prior or subordinate to the Deed of Trust, and together with any certificates and notifications entered into in connection therewith) at Administrative Agent’s sole option. Borrower shall provide to Administrative Agent a monthly status report on the Project, showing the names of all lessees, the areas leased and the Operating Lease Guaranty provided to Lender on major terms of all leases. Notwithstanding the Original Closing Date first sentence of this subsection (ork), with respect to those Operating all leases that either (i) demise less than 8,000 square feet or (ii) provide for a term of fewer than six (6) months, Borrower shall not be obligated to obtain Administrative Agent’s prior written consent so long as such lease is on a lease form approved by Administrative Agent (which approval shall not be unreasonably withheld, conditioned or delayed and with any material modifications thereto also having been approved by Administrative Agent), and the rents payable under such leases are market rents (such leases being referred to hereinafter as “Safe Harbor Leases”), and Borrower shall not be required to get Administrative Agent’s consent to modifications of Safe Harbor Leases relating so long as such leases would continue to Swap Propertiesmeet the criteria for being Safe Harbor Leases after giving effect to such modifications. Additionally, on notwithstanding the Swap Closing Datefirst sentence of this subsection (k) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto Borrower shall not be obligated to obtain Administrative Agent’s prior written consent with respect to extensions and renewals of existing or subsequently approved leases so long as such lease is on the subject matter therein same form as the existing or subsequently-approved lease (with any material modifications thereto also having been approved by Administrative Agent) and there the rents payable under such leases are no written agreements modifyingeither (i) determined in accordance with the procedures for determining rents payable thereunder during an extension or renewal expressly set forth in the existing or subsequently-approved lease or (ii) market rents. Borrower shall provide Administrative Agent with a copy of each proposed lease requiring approval, amendingmodification requiring approval or extension/renewal requiring approval and with financial information on the proposed tenant to aid Administrative Agent in determining whether it will consent thereto; if Administrative Agent fails to approve or reject any proposed lease, supplementing modification or restating extension/renewal within three (3) Business Days thereafter, such documentsproposed lease or extension/renewal shall be deemed approved. Except as set forth on Schedule Xfor payments under the KTLA Lease, the Properties are Borrower shall not subject accept payment of more than twelve (12) month’s rent in advance from any tenant; provided, however, that Borrower shall be entitled to accept security deposits. No such Lease shall contain any space Leases provision granting an option, right of first offer or refusal or other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or preemptory right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet purchase all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofProject.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are Mortgaged Property is not subject to any space Leases demising a premises within the Mortgaged Property of more than 5,000 net rentable square feet other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feetLeases. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest Except as described in the Operating Lease and the Operating Lease Guaranty. CurrentlyLeases, no Person has any possessory interest in any Individual the Mortgaged Property or right to occupy the same (other than typical short-term occupancy rights of hotel guests which are not the subject of a written agreement) except under and pursuant to the provisions of the Leases. The current Operating Lease, any Leases and other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is are in full force and effect and there are no material events of default defaults thereunder by any Transaction Party or CNL Entity, or to the Best of Borrower’s Knowledge any third party thereto (other than as expressly disclosed to the Administrative Agent in writing in connection with the closing of the Loan) and to the Best of Borrower’s Knowledge there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default material defaults thereunder. All construction and other obligations of a material nature to be performed by the Borrower or any Mortgaged Property Owner under the Operating Leases and other Leases have been satisfied and any required payments by the Borrower or any Mortgaged Property Owner to the Tenants under the Leases for tenant improvements have been made to the extent required to be satisfied. No Rent Tenant under any Operating Lease is entitled to any offsets, abatements, deductions against the Rent payable under any Operating Lease from and after the date hereof. The Rent has been paid current under the Operating Leases. No Rent has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waivedLeases, released or otherwise discharged or compromisedexcept as disclosed in the Tenant estoppel certificates delivered to the Administrative Agent in connection with the closing of the Loan. There has been no prior sale, transfer or assignment, hypothecation or pledge by the Borrower or any Mortgaged Property Owner of any Operating Lease, Operating Lease Guaranty or of the Rents except received therein, which will be outstanding following the funding of the Loan, other than those being assigned to the Administrative Agent concurrently herewith. No Tenant or other Person under any Lease (including any Operating Lease) or other agreement has any right or option pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet other agreement or otherwise to purchase all or any portion part of any Individual Property except pursuant the Mortgaged Property. The Administrative Agent hereby agrees that on the date the Borrower delivers to the Operating Administrative Agent a “clean” tenant estoppel certificate in the form attached hereto as Exhibit G regarding any Lease and for which the terms hereofBorrower has not delivered a tenant estoppel certificate to the Administrative Agent on the date hereof (each such Lease, a “Certifying Lease”), the Borrower’s representations in this Section 6.39 with respect to such Certifying Lease shall automatically expire.

Leases. (a) The Operating Leases (as amended and restated on Borrowers have delivered to the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate Agent true and complete copies of such documents the Leases and any amendments thereto relating to each Eligible Real Estate Asset required to be delivered as in effect on a part of the Eligible Real Estate Qualification Documents as of the date hereof hereof. An accurate and constitute complete Rent Roll in all material respects as of the entire agreement between date of inclusion of each Eligible Real Estate Asset in the parties thereto Unencumbered Asset Pool with respect to all Leases of any portion of the subject matter therein Eligible Real Estate Asset has been provided to the Agent. The Leases previously delivered to the Agent as described in the preceding sentence constitute as of the date thereof the sole agreements relating to leasing or licensing of space at such Eligible Real Estate Asset and there are no written agreements modifyingin the Building relating thereto. No tenant under any Lease is entitled to any free rent, amendingpartial rent, supplementing rebate of rent payments, credit, offset or restating deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such documentsLeases or such Rent Roll. Except as set forth on in Schedule X6.22, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes reflected therein are, as of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and date of inclusion of the applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest Eligible Real Estate Asset in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. CurrentlyUnencumbered Asset Pool, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and except as reflected in Schedule 6.22, no Borrower has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of Borrowers, there are is no material events basis for any such claim or notice of default thereunder by any party thereto and there are tenant which would result in a Material Adverse Effect. Borrower knows of no conditions that, condition which with the giving of notice or the passage of time or the giving of notice, or both, both would constitute such a default thereunderon the part of (i) any tenant with respect to the material terms under a Lease or (ii) the respective Borrower as landlord under the Lease, in either case, that would, in the aggregate with any other defaults under Leases for the applicable Eligible Real Estate Asset, adversely affect more than five percent (5%) of the base rent generated by such Eligible Real Estate Asset. No Rent under any Operating Lease security deposit or advance rental or fee payment has been paid more than one (1) month in advance of its due date and no Rents made by any lessee or charges licensor under the Operating Lease have been waived, released or otherwise discharged or compromisedLeases except as may be specifically designated in the Leases. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or No property other than the Eligible Real Estate Asset which is the subject of the Rents except pursuant applicable Lease is necessary to comply with the Mortgage and Assignment of Leases material requirements (as including, without limitation, parking requirements) contained in such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofLease.

Leases. (a) The Operating Leases (as amended information contained in the Rent Roll and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are Updated Rent Roll is true, correctcorrect and complete, accurate Seller has delivered to Purchaser true, correct and complete copies of such documents as in effect on all of the date hereof Leases and constitute the entire agreement between the parties thereto with respect to the subject matter therein Specialty License Agreements and there are no leases, occupancies, tenancies, licenses or, to Seller's best knowledge, written agreements modifyingsubleases, amendingin effect pertaining to any portion of a Mall, supplementing and no persons, tenants, licensees or restating such documentsentities occupy space in the Property, except as stated in the Rent Roll or the Updated Rent Roll. There are no options or rights to renew, extend or terminate the Leases or the Specialty License Agreements, or expand any leased or licensed premises, except as shown in the Rent Roll or the Updated Rent Roll or as set forth in the Leases or Specialty License Agreements. Except as set forth on Schedule Xdisclosed by the Rent Roll, the Properties are not subject to any space Updated Rent Roll or EXHIBIT 9.1(c): (i) the Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has Specialty License Agreements and any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is guaranties thereof are in full force and effect and there no Rents or other payments, or other deposits, are held by an Owner except the security deposits described on the -38- 43 Rent Roll or Updated Rent Roll and prepaid Rent for the current month; (ii) each Owner is the sole owner of the landlord's or licensor's interest in the Leases and the Specialty License Agreements; (iii) as of the Closing Date, except for the Pecanland Loan and the Temple Loan, no material events Rents due under, or other interest in, any of default thereunder by the Leases or the Specialty License Agreements will have been assigned to any party thereto and there are no conditions thatother than Purchaser or otherwise pledged or encumbered in any way; (iv) neither the landlord nor, with the passage of time to Seller's best knowledge, any Tenant or the giving of notice, or both, would constitute such a licensee is in default thereunder. No Rent under any Operating Lease or Specialty License Agreement, nor, except as disclosed in EXHIBIT 9.1(c), has been paid more than one (1) month Seller received any written notice from any Tenant or licensee of any default under its Lease or Specialty License Agreement or of any Tenant or licensee's termination of its Lease or Specialty License Agreement in advance of the scheduled expiration date of its due date Lease or Specialty License Agreement (except as disclosed in the Lease Estoppel Certificates); (v) all of the improvements to be constructed by an Owner, if any, contemplated under the Leases or the Specialty License Agreements or as required therein or in any collateral agreement, plans or specifications respecting the Leases or Specialty License Agreements have been fully completed and paid for; and (vi) to Seller's knowledge, the Partnerships have no business relationship with any Tenant or licensee other than that of landlord and Tenant or licensee and no Rents Partner owns ten percent (10%) or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge more of any Operating Tenant or licensee. EXHIBIT 9.1(c)(i) includes a list of all retail stores located within a Mall having a floor area in excess of twenty thousand (20,000) square feet, and including any combination of retail stores at a single Mall owned or controlled by the same parent company and having an aggregate floor area in excess of such amount which is under a single Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. (a) The Operating Any and all Material Leases or Joint Venture Leases on any portion of the Property (as amended other than Resident Agreements) may only be entered into with the prior written consent of the Agent. All Resident Agreements (to the extent that the form thereof is not mandated by Governmental Authorities) and restated non-Material Leases shall be entered into on the date hereofMortgagor's or ALS' standard form, pre-approved by Agent. Unless otherwise agreed to by Agent, Leases shall (i) be at market rents, (ii) other than Resident Agreements, be subordinate to the lien of this Mortgage (provided that Joint Venture Leases and together with Material Leases shall be subordinate to the lien of this Mortgage pursuant to the terms of such Leases or subordination agreements acceptable to the Agent (but in all cases there shall be nondisturbance provisions for Joint Venture Leases and, if acceptable to the Agent, for other Material Leases)), (iii) other than Resident Agreements, contain attornment language requiring each tenant to attorn to any certificates and notifications entered into in connection therewithsubsequent purchaser of the Property, (iv) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, other than with respect to those Operating Joint Venture Leases relating and other than with respect to Swap PropertiesMaterial Leases with respect to which the Agent has agreed to a nondisturbance provision, not contain non-disturbance language entitling such tenant to remain at the Property after any sale of such Property, and shall be in all other respects acceptable to the Agent. At any time, within thirty (30) days after Notice from the Agent, the Mortgagor or ALS will deliver to the Agent a written description in such reasonable detail as the Agent may request of all of the Leases, including, without limitation, the names of all tenants, the terms of all Leases and the Rents payable under all Leases, and, on demand, the Swap Closing Date) are true, correct, accurate and complete Agent will furnish to the Agent fully executed copies of any Leases and such documents subordination and attornment agreements as the Agent may request in effect on accordance with the date hereof and constitute foregoing provision. If any Lease provides for the entire agreement between giving by the parties thereto tenant of certificates with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating status of such documents. Except as set forth on Schedule XLease, the Properties are not subject Mortgagor or ALS (as required) shall exercise its right to require such certificate within ten (10) days after any space Leases other than request by the Operating Lease and space Leases providing for occupancy of less than one hundred Agent. Within thirty (10030) square feet. Each Operating Lease is a “true lease” for days after any request by the Agent, the Mortgagor or ALS (as required) will notify all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirementstenants under existing Leases, and no Operating Lease constitutes a financing or conveys any interest in agrees to thereafter notify all tenants under future Leases, that (i) the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner Mortgagor and/or ALS collect and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and receive all Rents pursuant to the provisions of license granted to it hereunder, and (ii) upon Notice from the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute Agent that such a default thereunder. No Rent under any Operating Lease license has been paid more than one (1) month in advance of its due date and no Rents or charges under revoked, the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant tenant shall pay all unpaid Rent directly to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofAgent.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases leases other than the Operating Lease Leases described in the rent roll attached hereto as Schedule 4.1.26-A and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease made a part hereof, which rent roll is a “true lease” for true, complete and accurate in all purposes material respects as of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised therebyClosing Date. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease GuarantyLeases. CurrentlyTo Xxxxxxxx’s knowledge, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating LeaseLeases and Permitted Encumbrances. Except as has been disclosed in the tenant estoppels delivered to Lender prior to the Closing Date, any other space (1) the current Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is are in full force and effect and there are no material events Borrower has neither given nor received and written notice of default thereunder by any party thereto and there are that has not been resolved; (2) no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date other than with respect to the following Leases, which are paid on a quarterly basis: (A) Grande Communications Networks, Inc. (000 Xxxxxxx Xxxxxx, San Marcos, TX 78666 ) and no Rents (B) Cofinity, Inc. (00000 Xxxxxxxxxxxx Xxx, Xxxxxxxxxx, XX 00000); (3) to Borrower’s knowledge, all security deposits are held by or charges on behalf of Borrower in accordance with applicable law. Schedule 4.1.26-B hereto sets forth the amount of outstanding free rent and unfunded tenant improvement allowances, landlord work and leasing commissions outstanding as of the Closing Date under certain executed Leases which are to be performed or funded during the Operating Lease have been waived, released or otherwise discharged or compromised. There initial term of the Loan (the “Unfunded Obligations”); (4) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents received therein which is outstanding; (5) except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company disclosed thereon, no Tenant listed on Schedule 4.1.26-A has assigned the Operating 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 except as has been disclosed in the estoppels delivered to Lender in connection with the closing of the Loan; and (7) no Tenant under any Individual Property except Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the Operating Lease and leased premises or the terms hereofbuilding of which the leased premises are a part, other than as set forth on Schedule 4.1.26-C attached hereto. None of the Tenants holding leasehold interests with respect to the Property is Affiliated with Borrower.

Leases. (a) The Operating Other than the Leases (and as amended and restated on expressly set forth in the date hereofCondition of Title, and together with any certificates and notifications no Seller has entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (orany leases, tenancy or occupancy agreements with respect to those Operating Leases relating to Swap Properties, its Property. No Seller has received any written notice from a Lessee of its Property of any default or breach on the Swap Closing Date) are true, correct, accurate and complete copies part of such documents Seller as in effect on the date hereof and constitute landlord under one of the entire agreement between Leases of its Property nor does any Seller have actual knowledge of any payment default to such Seller by any of the parties thereto Lessees of its Property. Other than with respect to the subject matter therein remaining leasing commission that will be due and there are payable in connection with the initial term of the HFT Lease (which commission shall be the obligation of RMV and shall be paid through Escrow upon the Close of Escrow), each Seller has paid current all leasing and brokerage fees and commissions that have become due and payable by such Seller under any brokerage agreements Sellers have provided Buyer with complete copies of the leasing commission and brokerage agreements described on Exhibit “O”, which agreements represent the only leasing commission and brokerage agreements for future leasing and brokerage fees and commissions payable in connection with the renewal of the existing Leases (or the exercise of any purchase option) that Sellers have entered into with respect to the Properties (collectively, the “Leasing Commission Representation”). Buyer’s obligation with respect to the Leasing Commission Representation shall survive the Close of Escrow for a period of eighteen (18) months. Except as expressly stated in the rent rolls attached as Exhibit “F”, all tenant improvement obligations, concessions and other tenant inducements required for the term of a Lease to commence, have been fully paid and satisfied by such Seller and no written agreements modifyingsuch obligations, amending, supplementing concessions or restating such documentsinducements become payable in the future for the commencement date under a Lease to occur. Except as set forth on Schedule Xin said rent rolls, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes as of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirementsdate of this Agreement, Sellers have not received from any Lessee any written notice to cancel, renew or extend any Lease. In addition, and no Operating Lease constitutes a financing or conveys any interest as more particularly described in Exhibit F hereof, certain of the Properties other than Sellers have entered into landlord agreements with certain of the leasehold interest therein demised therebyLessees’ lenders (the “Landlord Agreements”). Mortgage Borrower is Buyer acknowledges that the owner Landlord Agreements shall be assigned to Buyer as part of the Assignment of Leases and lessor that Sellers have met their obligation to Buyer to disclose to Buyer the existence of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currentlysuch Landlord Agreements, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions extent contemplated in each of such agreements. Notwithstanding anything to the Operating Leasecontrary set forth above, any other space Leases listed on Schedule X or permitted hereunder and, if an Estoppel from a Lessee is obtained that contains a certification that expressly covers and validates the representations made by Seller in this Section 13(f) with respect to a right the Leases, then Seller’s representation with respect to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full such express matter or matters shall be deemed of no further force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofeffect.

Leases. Borrower has delivered (ai) The Operating a true, correct and complete schedule (the “Rent Roll”) of all Leases (affecting the Property as amended and restated on of the date hereof, which accurately and together with completely sets forth in all material respects for each such Lease, the following: the name of the Tenant, the Lease expiration date, extension and renewal provisions, the base rent payable, the security deposit held thereunder and any certificates other material provisions of such Lease and notifications entered into in connection therewith(ii) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate correct and complete copies of such documents as all Leases described in effect on the date hereof Rent Roll. Each Lease constitutes the legal, valid and constitute the entire agreement between the parties thereto with respect binding obligation of Borrower and, to the subject matter therein best of Borrower’s knowledge and there are no written agreements modifyingbelief, amendingis enforceable against the Tenant thereof. No default exists, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage passing of time or the giving of noticenotice or both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or both, would constitute such a default thereunderthe Property. No Rent Tenant under any Operating Lease has been has, as of the date hereof, paid rent more than one thirty (130) month days in advance of its due date advance, and no Rents or charges the rents under the Operating Lease such Leases have not been waived, released released, or otherwise discharged or compromised. There All security deposits required under such Leases have been fully funded and are held by Borrower in a separate segregated account or as otherwise required by applicable law. All work to be performed by Borrower under the Leases has been no prior salesubstantially performed, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating all contributions to be made by Borrower to the Tenants thereunder have been made and all other conditions precedent to each such Tenant’s obligations thereunder have been satisfied. Each Tenant under a Lease Guaranty or has entered into occupancy of the Rents except pursuant demised premises. To the best of Borrower’s knowledge and belief, each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors. No Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the Mortgage and Assignment lien of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofthis Mortgage.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X6.21 with respect to the Initial Borrowing Base Properties or as disclosed in writing to Agent prior to the acceptance of any additional Borrowing Base Properties, none of the Borrowing Base Properties are not is subject to any space Lease or other occupancy agreement, other than an Operating Lease to a Subsidiary Guarantor and a Ground Lease, as applicable. The Borrower has delivered to the Agent true copies of the Leases and any amendments thereto relating to each Borrowing Base Property required to be delivered as a part of the Borrowing Base Qualification Documents (other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, boat slip leases with respect to a right the Borrowing Base Properties located at 000 Xxxx Xxxx, Xxxxxxxx, Xxxxxxxx and 000 Xxxxx Xxxxx, Xxx Xxxxx, Xxxxxxx). Such Leases constitute as of such date thereof the sole leases or licenses or other agreements pertaining to the occupancy only or use of space (except for occupants of the Hotel Property in the ordinary course of business) at such Borrowing Base Property and not a possessory interest)in the Building relating thereto. Except as reflected on Schedule 6.21, hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent tenant under any Operating Lease (i) is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments, lease buy-outs or abatements or credits, and (ii) has been paid made any prepayments of rent or other payments due under such Lease for more than one (1) month in advance of its the due date of such payment. Except as set forth in Schedule 6.21 and no Rents or charges except with respect to defaults under the Operating West Virginia Lease have been waivedas set forth in the tenant estoppel certificate delivered on or about the date hereof, released the Leases reflected therein are, as of the date of inclusion of the applicable Borrowing Base Property in the calculation of Borrowing Base Availability, in full force and effect in accordance with their respective terms, without basic rental payments or otherwise discharged other payments to the landlord thereunder being in default beyond any applicable cure period or, to the best of Borrower’s knowledge, any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions, rebates, or compromised. There tenant improvement allowances, contributions or landlord construction obligations available to any tenant thereunder, and, except as reflected in Schedule 6.21 and except with respect to defaults under the West Virginia Lease as set forth in the tenant estoppel certificate delivered on or about the date hereof, neither the Borrower nor any Guarantor has been no prior salegiven or made, transfer or assignment, hypothecation or pledge any notice of any Operating Leasepayment or other material default, Operating Lease Guaranty or any claim, which remains uncured or unsatisfied, with respect to any of the Rents except pursuant Leases, and to the Mortgage best of the knowledge and Assignment belief of Leases (as the Borrower, there is no basis for any such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease claim or sublet all or notice of default by any portion of any Individual Property except pursuant to the Operating Lease and the terms hereoftenant under a Lease.

Leases. (a) The Operating All Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating all renewals of Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on executed after the date hereof shall (i) provide for a Net Effective Annual Rent at a minimum Net Effective Annual Rental Rate on a per square foot basis as reflected on SCHEDULE XXXII as such minimum Net Effective Annual Rental Rates may be changed from time to time with the approval of Agent, which approval shall not be unreasonably withheld provided that the same reflect then market conditions and constitute tenant improvements, tenant allowances and leasing commissions consistent with the entire agreement between undisbursed amounts reserved for such anticipated costs in the parties thereto Loan Budget (unless Borrower otherwise complies with respect to the subject matter therein balancing requirements of Section 2.1.11) for such tenant improvements, tenant allowances and there are no written agreements modifyingleasing commissions), amending(ii) otherwise be on commercially reasonable terms, supplementing or restating (iii) provide that such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant subordinate to the Mortgage and Assignment of Leases (as such term is defined which, in the Mortgage case of a Major Lease or any office Lease for an entire floor or any other retail Lease that is expressly approved by Agent, may be conditioned upon Agent's entering into a Subordination, Non-disturbance and Attornment agreement in accordance with Section 4.1.9(b) and that, upon the foreclosure of the Mortgage, sale by power of sale thereunder or deed-in-lieu of foreclosure, the Tenant will attorn to the transferee of the Property; (iv) be prepared on the Approved Lease Form with such modifications as are consistent with the market and that result from arms-length negotiations that Borrower conducts in good faith; (v) be with unaffiliated third party tenants, (vi) not contain any terms which would materially adversely affect Agent's and/or Lenders' rights under the Loan AgreementDocuments, (vi) be for a minimum term of five (5) years (exclusive of any renewals), and (vii) not require the payment or assumption by Borrower of any lease take-over obligations of the Tenant under such Lease except to the extent expressly consented to by Agent in advance (not to be unreasonably withheld) (the conditions set forth in clauses (i) through (vii) above are collectively referred to as the "LEASING PARAMETERS"). No Operating Company has assigned leases of the Operating Lease or sublet all Residential Component or any portion space therein, or of any Individual Residential Units shall be entered into without Agent's prior consent, which shall not be unreasonably withheld provided that such space will achieve a minimum weighted average effective rental rate of $50.00 psf and Agent reasonably determines that Borrower's election to rent the Residential Component or any space therein would not impair Borrower's ability to repay the Loan upon maturity. Agent acknowledges having received and approved Borrower's Approved Lease Form for office space at the Property except pursuant and Agent agrees that such form, with such changes as shall be reasonably necessary to reflect that fact that the Operating Lease and premises demised thereunder is for retail use rather than office use, shall be acceptable to Agent provided that such changes shall be submitted to Agent for its reasonable approval prior to Borrower's using such form at the terms hereofProperty for retail space.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X6.21 with respect to the Initial Borrowing Base Properties or as disclosed in writing to Agent prior to the acceptance of any additional Borrowing Base Properties, none of the Borrowing Base Properties are not is subject to any space Leases Lease or other occupancy agreement, other than occupancy agreements with individual residents of the Healthcare Facility entered into in the ordinary course of business and disclosed on the Rent Roll provided to Agent and an Operating Lease and space Leases providing for occupancy to a Subsidiary Guarantor delivered to Agent prior to the acceptance of less than one hundred (100) square feetsuch Real Estate as a Borrowing Base Property. Each Operating Lease is a “true lease” for all purposes As of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder andClosing Date or, with respect to any Real Estate included as a right Borrowing Base Property after the Closing Date as of the date of inclusion of such Borrowing Base Property, a true, correct and complete Rent Roll of each Borrowing Base Property in Borrowing Base Availability with respect to all Leases of any portion of the Borrowing Base Property has been provided to the Agent (except with respect to each Borrowing Base Property that is an ILF or ALF). The Borrower has delivered to the Agent true copies of the Leases and any amendments thereto relating to each Borrowing Base Property required to be delivered as a part of the Borrowing Base Qualification Documents. Such Leases constitute as of such date thereof the sole leases or licenses or other agreements pertaining to the occupancy only or use of space (except for individual residents of the Healthcare Facility in the ordinary course of business) at such Borrowing Base Property and not a possessory interest)in the Building relating thereto. Except as reflected on Schedule 6.21, hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent tenant under any Operating Lease (i) is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments, lease buy-outs or abatements or credits, and (ii) has been paid made any prepayments of rent or other payments due under such Lease for more than one (1) month in advance of its the due date of such payment. Except as set forth in Schedule 6.21, the Leases reflected therein are, as of the date of inclusion of the applicable Borrowing Base Property in the calculation of Borrowing Base Availability, in full force and no Rents effect in accordance with their respective terms, without any payment default or charges under any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions, rebates, or tenant improvement allowances, contributions or landlord construction obligations available to any tenant thereunder, and, except as reflected in Schedule 6.21, neither the Operating Lease have been waivedBorrower nor any Guarantor has given or made, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge any notice of any Operating payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of the Borrower, there is no basis for any such claim or notice of default by any tenant under a Lease. Except as reflected in Schedule 6.21, no property, other than the Borrowing Base Property which is the subject of the applicable Lease, Operating Lease Guaranty or of is necessary to comply with the Rents except pursuant to the Mortgage and Assignment of Leases requirements (as including, without limitation, parking requirements) contained in such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofLease.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease Leases described in the rent roll attached hereto as Schedule IV and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease made a part hereof, which rent roll is a “true lease” for true, complete and accurate in all purposes material respects as of the Bankruptcy Code Closing Date. The copies of the Leases and any related guaranty (including Section 365(dall amendments thereto) delivered to Lender are accurate, true and 502(b)(6) thereof) and applicable Legal Requirementscomplete, and there are no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised therebyoral agreements with respect thereto. Mortgage Borrower or Operating Lessee (as applicable) is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease GuarantyLeases. Currently, no No Person has any possessory interest in the Collateral or any Individual Property or right to occupy the same except under and pursuant to the provisions of the Leases (and the Ground Lease, the Master Lease and the Operating Lease, any other space ). The current Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is are in full force and effect and there are no material events Mortgage Borrower or Operating Lessee as Landlord has not delivered notice of default to any Tenant that remains outstanding beyond the expiration of all notice and cure periods thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereundereither party. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date other than first month’s Rent and no Rents any security deposit. All security deposits are held by Mortgage Borrower or charges Operating Lessee (as applicable) in accordance with applicable law. Except for any tenant improvement, rent concessions, rebates, leasing commissions or other payments, credits, allowances or abatements previously disclosed to Lender in writing, all work to be performed by Mortgage Borrower or Operating Lessee 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 Mortgage Borrower or Operating Lease have Lessee to any tenant has already been waived, released or otherwise discharged or compromisedreceived by such Tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge by Mortgage Borrower or Operating Lessee of Mortgage Borrower’s or Operating Lessee’s interest (as applicable) in any Operating Lease, Operating Lease Guaranty or of the Rents except received therein which is still in effect. No Tenant under any Lease has a right or option pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet otherwise to purchase all or any portion part of any Individual Property except pursuant to the Operating Lease and leased premises or the terms hereofbuilding of which the leased premises are a part.

Leases. Except as set forth on Exhibit M (a) The Operating Leases (the “Lease Exhibit”), or as amended and restated on the date hereofotherwise permitted by Section 9.2.2(b), and together with there are no leases or other use or occupancy agreements affecting any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (orIndividual Property. True, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate correct and complete copies of such all of the Leases of the Property and any amendments thereto have been delivered to Buyer, except for de minimis omissions. The list of leases and other information set forth on the Lease Exhibit for each Seller’s Individual Property is true and correct in all material respects and it is agreed that Seller shall have the right to update the Lease Exhibit as of the Closing Date to add new lease documents as entered into after the Effective Date and to delete lease documents that are no longer in effect on such date. Seller has not granted any option or right of first refusal or first opportunity to any party to acquire the date hereof and constitute Property, any Individual Property or any portion thereof. Except as set forth in the entire agreement between Leases (including any Lease entered into in conformance with the parties thereto provisions of Section 9.2.2(b)), Seller has not granted any option to any tenant under a Lease to expand its leased premises or to renew its Lease with respect to any Seller’s Individual Property. All work for tenant alterations required pursuant to the subject matter therein terms of the Leases and there are no written agreements modifyingother related work or materials contracted for by Seller have been (or will be) substantially completed, amendingin all material respects, supplementing on or restating prior to Closing, and all such documentswork and materials have been (or will be) fully paid for on or prior to Closing by Seller except as set forth on Schedule 5.6. Except as set forth on Schedule X5.6, the Properties are all contributions to tenants for tenant improvements or other tenant concessions, if any, have been (or will be) paid in full on or prior to Closing by Seller. Seller has not subject sent to nor received from any space Leases other than the Operating Lease and space Leases providing for occupancy tenant any written notices of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlorddefault under such tenant’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of which default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofremains uncured.

Leases. Exhibit “J” includes a true, correct and complete list of all Leases, including a rent roll (athe “Rent Roll”) The Operating Leases that sets forth (as amended i) the name of each tenant occupying a unit at the Option Subject Premises pursuant to a Lease, (ii) the address or unit number of the unit leased by such tenant, (iii) the commencement and restated on expiration dates of such Lease, (iv) the date hereofmonthly rental payable under such Lease, and together with (v) the amount of any certificates security deposit and notifications entered into in connection therewith) other deposits, if any, paid by such tenant, and a report detailing the Operating current payment status, arrearages and charges applicable to each such Lease. There are no other Leases, licenses or other occupancy agreements of all or any portion of the Option Subject Premises other than the Lease Guaranty provided to Lender set forth on the Original Closing Date (orExhibit “J”, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate true and complete copies of each such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect Lease (including, without limitation all amendments, supplements or other modifications thereto) have been provided or made available to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal RequirementsOptionee, and no Operating each such Lease constitutes a financing (including, without limitation all amendments, supplements or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty modifications thereto) is in full force and effect and effect. As of Closing, there are will be no material events such Leases, licenses or other occupancy agreements except for the Leases entered into pursuant to Section 7.1(a). Owner has not received or delivered any written notices from or to any of the tenants under the Leases asserting that either Owner or any such tenant, respectively, is in default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating of the respective Leases (other than defaults that have been cured) and Owner is not aware of any such default (other than de minimis defaults in the ordinary course). Other than as set forth on the Rent Roll, no rent under any Lease has been paid more than one (1) month in advance of its due date date. No leasing or brokerage agreement with respect to the Option Subject Premises will be binding on Optionee other than that certain agreement between Owner (or its predecessor in interest) and no Rents or charges under Citi Habitats (to the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge extent of any Operating Lease, Operating Lease Guaranty or obligations of the Rents except pursuant to owner of the Mortgage and Assignment of Leases (as such term is defined in Option Property first arising after the Mortgage Loan AgreementClosing). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. The rent rolls (athe "Rent Rolls") The Operating Leases (as amended and restated on for each of the date hereof, and together with any certificates and notifications entered into VPT Properties set forth in connection therewith) and Section 7.13 of the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) VPT Disclosure Letter are true, correct, accurate correct and complete copies as of such documents as July 31, 1997 in all material respects. Since July 31, 1997 there have been no changes on the Rent Rolls that have had, when considered in conjunction with all other changes on the Rent Rolls, more than an immaterial aggregate negative effect on the date hereof and constitute value of the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documentsVPT Properties taken as a whole. Except as set forth on Schedule Xthe Rent Rolls, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no Leases (as defined below) or other material events written or oral agreements relating to the use or occupancy of default thereunder any of the VPT Properties or any portion thereof. With respect to each VPT Property that is not a multifamily Property, the Rent Rolls show all leases, license agreements and other material agreements, written or oral, relating to the use or occupancy of any part of a VPT Property (the "Leases"), including the name of each tenant, the date of each tenant's Lease and all amendments or modifications, if any, thereto, and any subleases as to which VPT has given consent or otherwise has knowledge. With respect to each VPT Property that is a multifamily property, to VPT's knowledge the Rent Rolls show all leases, license agreements and other material occupancy agreements relating to the use or occupancy of any part of a multifamily property (the "Multifamily Leases"). Section 7.13 of the VPT Disclosure Letter sets forth a complete and accurate list of any security deposit paid or deposited by the tenant under each Lease and Multifamily Lease as of July 31, 1997 (and, if such security deposit is in the form of a letter of credit or otherwise not in cash, the form of such security deposit) and whether any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such security deposit under a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance applied against the tenant's obligations under its Lease. VPT has delivered to Buyer a true, correct and complete copy of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or each of the Rents except pursuant Leases (including all amendments thereto). Except as may be otherwise disclosed on the Rent Rolls, in Section 7.13 of the VPT Disclosure Letter or in any of the tenant estoppel letters delivered to Buyer prior to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms date hereof.:

Leases. Borrowers may amend or modify or permit the amendment or modification of any of the Leases or the Lease Guaranties without Agent's prior written consent, unless such amendment or modification does any of the following (each a "Material Lease Modification"): (a) The Operating changes the rent or any other monetary obligations under any Lease; (b) changes the term of any Lease; (c) releases or limits the liability of any guarantor under any Lease or Lease Guaranty; (d) releases any security deposits or letters of credit or any other security or collateral under any Lease; (e) consents to the assignment, delegation or other transfer of rights and obligations under any Lease or Lease Guaranty; or (f) makes any other material change to the terms and conditions of any of the Leases or Lease Guaranties or increases in any material respect the obligations or liabilities of the landlord thereunder. Agent shall not unreasonably withhold its consent to any requested amendment to a Lease, so long as such amendment would not cause an Event of Default under subsections 7.1(l), (as amended and restated on m) or (n) below. Borrowers shall not terminate or permit the date hereoftermination of any of the Leases or the Lease Guaranties without Agent's prior written consent, and together which consent shall not be unreasonably withheld or delayed. If a Lease with any certificates tenant is restructured in a manner that requires the tenant to be replaced by a new tenant or is terminated by the tenant or rejected in bankruptcy, then Borrowers shall identify a proposed new tenant and notifications entered into in connection therewithdeliver to Agent a proposed lease with such new tenant within one hundred twenty (120) days thereafter. So long as the new tenant is reasonably acceptable to Agent and the Operating Lease Guaranty provided to Lender on the Original Closing Date new lease provides for rent payments in each year which are at least eighty percent (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date80%) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) rent payments which were due from the tenant being replaced for such year, then Agent shall not unreasonably withhold or delay its consent to such proposed new tenant and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofnew lease.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and Seller has delivered or made available complete copies of such documents as in effect all Leases and guarantees of the obligations of Tenants thereunder, if any, and all of the same are set forth on the schedule of leases hereto as Exhibit 6.1(i)A (the “Schedule of Leases”); provided, however, that the San Francisco Seller and the Oakland Seller shall provide an updated and confirmed Schedule of Leases as of the date hereof and constitute the entire agreement between the parties thereto of this Agreement with respect to the subject matter therein San Francisco Property and there are no written agreements modifyingthe Oakland Property, amendingrespectively, supplementing or restating such documents. Except as set forth on Schedule X, within three (3) Business Days after the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy date of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirementsthis Agreement, and no Operating Lease constitutes a financing or conveys any interest the Schedule of Leases as used in the Properties other than remainder of this Section 6.1(i) means the leasehold interest therein demised thereby. Mortgage Borrower is the owner Schedule of Leases as so updated and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, confirmed with respect to a right to occupancy only (the San Francisco Property and not a possessory interest), hotel gueststhe Oakland Property. Each Operating Lease The Schedule of Leases sets forth an accurate and Operating Lease Guaranty is in full force and effect and there complete schedule of all of the Tenant Deposits. There are no material events leases of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined space in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease Real Property or sublet other agreements to occupy or use all or any portion of the Real Property, which will be in force after the Closing and under which Seller is a party other than as set forth on the Schedule of Leases; provided, however, that the personnel providing any Individual Property except so-called “remote hands” services for a transition period following the Closing pursuant to the Operating Lease Remote Hands Agreements may require space at the Properties to perform such services pursuant to arrangements agreed to between the Purchaser and the terms hereof.affiliate of the Sellers’ property manager that is party to the Remote Hands Agreements. Except as disclosed in the Schedule of Leases and except in connection with the Outage Events: (i) the Seller has received no written notice from any Tenant claiming that the Seller is currently in default in any material obligation as landlord under any Lease; (ii) no Tenant is in default in any material monetary obligation or, to the Seller’s knowledge, any material non-monetary obligation, under its Lease; and (iii) no rent has been paid by any Tenant more than one month in advance and no Tenant Deposits have been applied to perform Tenant obligations. Exhibit 6.1(i)B lists each Lease that requires notice to or the consent of the applicable Tenant in connection with a transfer of the Property, and the applicable Seller shall provide such notice or obtain such consent except to the extent otherwise provided in such Exhibit 6.1(i)B.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, An accurate and complete copies Rent Roll for the Collateral Property has been provided to the Agent. The Leases reflected on such Rent Roll constitute as of such documents the date thereof the sole agreements and understandings relating to leasing or licensing of space at the Collateral Property and in the Building relating thereto. Each of the Leases was entered into as the result of arms-length negotiation and has not been modified, changed, altered, assigned, supplemented or amended in effect any respect, except as reflected on the date hereof Rent Roll, and constitute no tenant is entitled to any free rent, partial rent, rebate of rent payments, credit, reduction or alternate rent, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs or reduced or altered rent as a result of the entire agreement between operation of any co-tenancy or similar clause, except as reflected in the parties thereto with respect Rent Roll. There are no occupancies, rights, privileges or licenses in or to the subject matter therein and there are no written agreements modifying, amending, supplementing Collateral Property or restating such documentsportion thereof other than pursuant to the Leases reflected in the Rent Roll previously furnished to the Agent for the Collateral Property. Except as set forth on Schedule Xin such Rent Roll, (a) the Properties Leases reflected therein are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor, to the best of Borrower’s knowledge are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and there are no neither the Borrower nor the Guarantors has given or made, any notice of any payment or other material events of default thereunder by default, or any party thereto and there are no conditions thatclaim, which remains uncured or unsatisfied, with respect to any of the passage of time or the giving of noticeLeases, or both, would constitute such and (b) no tenant under a default thereunder. No Rent under any Operating Lease has been a currently effective right to terminate its Lease as a result of the operation of any co-tenancy or similar clause. The Rent Roll furnished to the Agent accurately and completely sets forth all rents payable by and security, if any, deposited by tenants, no tenant having paid more than one (1) month month’s rent in advance of its due date and no Rents advance. All tenant improvements or charges under work to be done for tenants on the Operating Rent Roll, furnished or paid for by the Borrower or the Guarantors, or credited or allowed to a tenant, for, or in connection with, the Building pursuant to any Lease have been waived, released or otherwise discharged or compromised. There has been no prior salecompleted and paid for or provided for in a manner satisfactory to the Agent. No material leasing, transfer brokerage or assignmentlike commissions, hypothecation fees or pledge of any Operating Lease, Operating Lease Guaranty payments are due from the Borrower or the Guarantors in respect of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofLeases.

Leases. (a) The Operating Leases (An accurate and complete Rent Roll as amended and restated on of the date hereof, and together with any certificates and notifications entered into of inclusion of each Unencumbered Asset Pool Property in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, Unencumbered Asset Pool with respect to those Operating all Leases relating of any portion of the Unencumbered Asset Pool Properties has been provided to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies Agent. As of the date of delivery of such documents Rent Roll upon inclusion of a Unencumbered Asset Pool Property in the Unencumbered Asset Pool, no tenant or licensee under any Lease is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documentsRent Roll. Except as set forth on in Schedule X6.22, as of the date of inclusion of the applicable Unencumbered Asset Pool Property in the Unencumbered Asset Pool, the Properties are not subject to Leases of any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes portion of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is Unencumbered Asset Pool are in full force and effect in accordance with their respective terms, without any payment default or to the knowledge of the Borrower and the Guarantors any other material default thereunder, nor to the knowledge of the Borrower and the Guarantors are there are no any defenses, counterclaims, offsets, concessions or rebates available to any tenant or licensee thereunder, and except as reflected in Schedule 6.22, the Borrower has not given or made, any notice of any payment or other material events of default thereunder by default, or any party thereto and there are no conditions thatclaim, which remains uncured or unsatisfied, with respect to any of the passage Leases, and to the knowledge of time the Borrower and the Guarantors there is no basis for any such claim or the giving notice of notice, material default by tenant or both, would constitute such a default thereunderlicensee. No Rent under any Operating Lease has been paid more property other than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or Unencumbered Asset Pool Property which is the subject of the Rents applicable Lease is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease. The Borrower or a Subsidiary Guarantor is the holder of the lessor’s, landlord’s or licensor’s interest in and to all of the Leases of the Unencumbered Asset Pool Properties owned by it, except pursuant to that both a Subsidiary Guarantor and Borrower hold the Mortgage and Assignment of Leases (as such term is defined lessor’s, landlord’s or licensor’s interests in the Mortgage Loan agreements described in the definition of “Nokia Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof” in §1.1.

Leases. (a) The Operating Leases (as amended and restated on the date hereofProperty is not subject to any leases, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (orsubleases, with respect to those Operating Leases relating to Swap Propertieslicenses, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect concessions or other agreements related to the subject matter therein and there are no written agreements modifyingleasing or renting of the Property or any portion thereof, amending, supplementing or restating such documents. Except except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred Rent Roll (100) square feetas defined herein). Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person No person has any possessory interest in any Individual the Property or right to occupy the same same, except under and pursuant to the provisions Leases. Mortgagor hereby represents that: (i) Mortgagor has delivered a schedule (the “Rent Roll”) of all Leases affecting the Property, which Rent Roll is true, correct and complete as of the Operating Leasedate hereof; and (ii) Mortgagor is the owner and holder of the landlord’s interest under the Leases, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events prior assignments of all or any portion of the Leases or any portion of the Rents and Profits which are presently outstanding and have priority over the assignment of leases and rents contained herein in Section 1.9 hereof given by Mortgagor to Mortgagee other than pursuant to the First Mortgage; and (iii) each Lease constitutes the legal, valid and binding obligation of Mortgagor and, to the best of Mortgagor’s knowledge and belief, is enforceable against the Tenant thereunder; and (iv) no default thereunder by any party thereto and there are no conditions thatexists, or with the passage passing of time or the giving of noticenotice or both would exist, or both, would constitute such a default thereunder. No Rent under any Operating Lease which would, in the aggregate, have a material adverse effect on Mortgagor or the Property; and (v) to Mortgagor’s knowledge, no Tenant has been any offset or defense to the payment of rent under its Lease; and (vi) no Tenant has, as of the date hereof, paid rent under its Lease more than one (1) month in advance of its due date advance, and no Rents or charges the rents under the Operating such Lease have has not been waived, released released, or otherwise discharged or compromised. There ; and (vii) all work to be performed by Mortgagor under each Lease has been no prior salesubstantially performed, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant all contributions to be made by Mortgagor to the Mortgage Tenant thereunder, if any, have been made and Assignment of Leases all other conditions precedent to each Tenant’s obligations thereunder have been satisfied; and (as such term is defined in viii) no Lease provides any party with the Mortgage Loan Agreement). No Operating Company has assigned right to obtain a lien or encumbrance upon the Operating Lease or sublet all or any portion of any Individual Property except pursuant superior to the Operating Lease and the terms hereoflien of this Mortgage.

Leases. Borrower has delivered (ai) The Operating a true, correct and complete schedule (the “ Rent Roll ”) of all Leases (affecting the Property as amended and restated on of the date hereof, which accurately and together with completely sets forth in all material respects for each such Lease, the following: the name of the Tenant, the Lease expiration date, extension and renewal provisions, the base rent payable, the security deposit held thereunder and any certificates other material provisions of such Lease and notifications entered into in connection therewith(ii) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate correct and complete copies of such documents as all Leases described in effect on the date hereof Rent Roll. Each Lease constitutes the legal, valid and constitute the entire agreement between the parties thereto with respect binding obligation of Borrower and, to the subject matter therein best of Borrower’s knowledge and there are no written agreements modifyingbelief, amendingis enforceable against the Tenant thereof. No default exists, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage passing of time or the giving of noticenotice or both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or both, would constitute such a default thereunderthe Property. No Rent Tenant under any Operating Lease has been has, as of the date hereof, paid rent more than one thirty (130) month days in advance of its due date advance, and no Rents or charges the rents under the Operating Lease such Leases have not been waived, released released, or otherwise discharged or compromised. There All security deposits required under such Leases have been fully funded and are held by Borrower in a separate segregated account or as otherwise required by applicable law. All work to be performed by Borrower under the Leases has been no prior salesubstantially performed, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating all contributions to be made by Borrower to the Tenants thereunder have been made and all other conditions precedent to each such Tenant’s obligations thereunder have been satisfied. Each Tenant under a Lease Guaranty or has entered into occupancy of the Rents except pursuant demised premises. To the best of Borrower’s knowledge and belief, each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors. No Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the Mortgage and Assignment lien of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofthis Mortgage.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are Property is not subject to any space Material Leases other than the Operating Lease Affiliate Leases and space the Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes described in the certified rent roll delivered in connection with the origination of the Bankruptcy Code Loan. To the Best of Mezzanine Borrower's Knowledge (including Section 365(d) which shall include consultation with Manager), such certified rent roll is true, complete and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest correct in all material respects as of the date set forth therein. Except as described in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. CurrentlyGround Leases, no Person has any possessory interest in any Individual the Property or right to occupy the same (other than typical short-term occupancy rights of hotel guests which are not the subject of a written agreement) except under and pursuant to the provisions of the Operating LeaseLeases. To the Best of Mezzanine Borrower's Knowledge, any other space the current Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is are in full force and effect and there are no material events of default defaults thereunder by any either party thereto (other than as expressly disclosed on the certified rent roll delivered to Mezzanine Lender or the Tenant estoppel certificates delivered to Mezzanine Lender in connection with the closing of the Loan) and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default material defaults thereunder. No Rent To the Best of Mezzanine Borrower's Knowledge, all construction and other obligations of a material nature to be performed by the Mortgage Borrower under the Leases have been satisfied and) any required payments by Mortgage Borrower to the Tenants under the Leases for tenant improvements have been made to the extent required to be satisfied. To the Best of Mezzanine Borrower's Knowledge, no Tenant under any Operating Lease is entitled to any offsets, abatements, deductions against the Rent payable under any Lease from and after the date hereof. To the Best of Mezzanine Borrower's Knowledge, the Rent has been paid current under the Leases. To the Best of Mezzanine Borrower's Knowledge, no Rent has been paid more than one (1) month in advance of its due date and no Rents or charges under date, except as disclosed in the Operating Lease have been waived, released or otherwise discharged or compromisedTenant estoppel certificates delivered to Mezzanine Lender in connection with the closing of the Loan. There has been no prior sale, transfer or assignment, hypothecation or pledge by Mortgage Borrower of Mortgage Borrower's interest in any Operating Lease, Operating Lease Guaranty or of the Rents except received therein, which will be outstanding following the funding of the Loan, other than those being assigned to Mortgage Lender concurrently herewith. No Tenant or other Person under any Lease or other agreement has any right or option pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet other agreement or otherwise to purchase all or any portion part of any Individual Property except pursuant to the Operating Lease and the terms hereofProperty.

Leases. (a) The Operating Leases (as amended and restated on To Seller’s knowledge, the date hereof, and together with any certificates and notifications entered into information in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are Rent Roll is true, correct, and complete. Seller has or will pursuant to Section 4 and Section 7.3 deliver to Buyer what Seller believes are true, accurate and complete copies of such documents as all of the Leases and there are no leases, subleases, licenses, occupancies or tenancies in effect on pertaining to any portion of the date hereof Real Property, and constitute no persons, tenants or entities occupy space in the entire agreement between Real Property, except as stated in the parties thereto Rent Roll. There are no options or rights to renew, extend or terminate the Leases or expand any Lease premises, except as shown in the Rent Roll and the Leases. No brokerage commission or similar fee is due or unpaid by Seller with respect to the subject matter therein any Lease, and there are no written or oral agreements modifyingthat will obligate Buyer, amendingas Seller’s assignee, supplementing to pay any such commission or restating such documentsfee under any Lease or extension, expansion or renewal thereof. Except as set forth on Schedule X, the Properties The Leases and any guaranties thereof are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect effect, and there are subject to no material events defenses, setoffs or counterclaims for the benefit of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default Tenants thereunder. Neither Seller nor, to Seller’s knowledge, any Tenant is in default under its Lease. Seller is in full compliance with all of the landlord’s obligations under the Leases, and Seller has no obligation to any Tenant under the Leases to further improve such Tenant’s premises or to grant or allow any rent or other concessions except as stated in the Leases. No Rent under any Operating Lease has rent or other payments have been paid collected in advance for more than one (1) month in advance of its due date and no Rents rents or charges other deposits are held by Seller, except the security deposits described on the Rent Roll and rent for the current month. Except as stated in the Leases, each rental concession, rental abatement or other benefit granted to Tenants under the Operating Lease Leases will have been waived, released or otherwise discharged or compromised. There has been no fully utilized prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment Close of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofEscrow.

Leases. (a) The Operating Leases (as amended and restated on There are no leases or occupancy agreements currently in effect which affect the date hereofProperty other than the Leases, and together with no person is in possession of or has any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, possessory rights with respect to those Operating Leases relating to Swap Propertiesany portion of the Property except the Tenants under the Leases. True, on the Swap Closing Date) are true, correct, accurate correct and complete copies of such documents all Leases have been delivered to Buyer as part of the Due Diligence Items. To Seller’s knowledge, all of the Leases are in effect full force and effect. No rentals or other amounts due under the Leases have been paid more than one month in advance (except for the security deposits, if any, listed on the date hereof Rent Roll). All security and constitute other deposits of any type required under the entire agreement between Leases have been paid in full, are being held by or on behalf of Seller and are accurately shown on the parties thereto with respect Rent Roll. To Seller’s knowledge, there is no material default by Seller or any Tenant under any of the Leases and none of the Tenants under the Leases has asserted any defenses, set offs or claims that have not been resolved and/or disclosed to Buyer as part of the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documentsDue Diligence Items. Except as set forth on Schedule XExhibit M, attached hereto and made a part hereof, Seller has fulfilled all obligations to Tenants under the Properties are not subject Leases to any space Leases provide tenant improvements or tenant improvement allowances or other than cash allowances, and except those obligations identified on Exhibit M for which Buyer is given a credit at Closing pursuant to Section 6.1(m) below, Buyer shall have no obligation with respect thereto after Closing. Except as set forth on the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes Rent Roll, to Seller’s knowledge, none of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company Tenants has assigned the Operating its Lease or sublet all or any portion part of any Individual Property except pursuant to the Operating Lease premises covered by its Lease. To Seller’s knowledge, the information on tenant delinquencies in the Due Diligence Items is true, accurate and the terms hereof.complete;

Leases. Borrower has delivered (ai) The Operating a true, correct and complete schedule (the “Rent Roll”) of all Leases (affecting the Property as amended and restated on of the date hereof, which accurately and together with completely sets forth in all material respects for each such Lease, the following: the name of the Tenant, the Lease expiration date, extension and renewal provisions, the base rent payable, the security deposit held thereunder and any certificates other material provisions of such Lease and notifications entered into in connection therewith(ii) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate correct and complete copies of such documents as all Leases described in effect on the date hereof Rent Roll. Each Lease constitutes the legal, valid and constitute the entire agreement between the parties thereto with respect binding obligation of Borrower and, to the subject matter therein best of Borrower’s knowledge and there are no written agreements modifyingbelief, amendingis enforceable against the Tenant thereof. No default exists, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage passing of time or the giving of noticenotice or both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or both, would constitute such a default thereunderthe Property. No Rent Tenant under any Operating Lease has been has, as of the date hereof, paid rent more than one thirty (130) month days in advance of its due date advance, and no Rents or charges the rents under the Operating Lease such Leases have not been waived, released released, or otherwise discharged or compromised. There All security deposits required under such Leases have been fully funded and are held by Borrower in a separate segregated account or as otherwise required by applicable law. Except as has been no prior saleotherwise disclosed to Lender in writing, transfer or assignmentall work to be performed by Borrower under the Leases has been substantially performed, hypothecation or pledge of any Operating Leaseall contributions to be made by Borrower to the Tenants thereunder have been made, Operating all other conditions precedent to each such Tenant’s obligations thereunder have been satisfied, and each Tenant under a Lease Guaranty or has entered into occupancy of the Rents except pursuant demised premises. To the best of Borrower’s knowledge and belief, each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors. No Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the Mortgage and Assignment lien of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofthis Mortgage.

Leases. (a) The Operating Leases (rent roll attached hereto as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are Schedule XI is true, correct, accurate complete and complete copies of such documents as correct in effect on the date hereof all material respects and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not Individual Property is subject to any space Leases other than the Leases described on Schedule XI. Either Borrower or Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower Lessee is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease GuarantyLeases. Currently, no No Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any Leases (other space than typical short-term occupancy rights of hotel guests). The Leases listed identified on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is XI are in full force and effect and there are no material events of default defaults thereunder by Borrower, Operating Lessee or, to Borrower’s and Operating Lessee’s knowledge, the other party beyond any party thereto applicable notice or cure period (except as disclosed on Schedule XI), and, to Borrower’s and Operating Lessee’s knowledge, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default defaults thereunder. The copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto. No Rent under any Operating Lease relating to the Leases (including security deposits) has been paid more than one (1) month in advance of its due date date. All work to be performed by Borrower or Operating Lessee under each Lease has been performed as required and no Rents has been accepted by the applicable tenant. Any payments, free rent, partial rent, rebate of rent or charges other payments, credits, allowances or abatements required to be given by Borrower or Operating Lessee to any tenant has already been received by such tenant except as otherwise set forth on Schedule XI. The tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised Individual Property and have commenced the payment of full, unabated rent under the Leases. Borrower or Operating Lessee has delivered to Lender a true, correct and complete list of all security deposits made by tenants at the Properties which have not been applied (including accrued interest thereon), all of which are held by Borrower or Operating Lessee in accordance with the terms of the applicable Lease have been waivedand applicable Legal Requirements. To Borrower’s and Operating Lessee’s knowledge, released each tenant is free from bankruptcy or otherwise discharged reorganization proceedings. No tenant under any Lease (or compromisedany sublease) is an Affiliate of Borrower or Operating Lessee. To Borrower’s and Operating Lessee’s knowledge, the tenants under the Leases are open for business and paying full, unabated rent. There are no brokerage fees or commissions due and payable in connection with the leasing of space at any Individual Property, except as set forth on Schedule XI. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant relating thereto or other Gross Revenue received therein which will be outstanding following the funding of the Loan (other than to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan AgreementLender). No Operating Company tenant listed on Schedule XI has assigned the Operating 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 and Operating Lessee’s knowledge, does anyone except such tenant and its employees, guests and invitees occupy such leased premises. No tenant under any Individual Property except Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the Operating leased premises or the building of which the leased premises are a part. No tenant under any Lease and has any right or option for additional space in the terms hereofImprovements, except as disclosed on Schedule XI.

Leases. (a) The Operating Leases (An accurate and complete Rent Roll and Lease Summary as amended and restated on of the date hereof, and together with any certificates and notifications entered into of inclusion of each Mortgaged Property in connection therewiththe Collateral (or such other recent date as may be required by the Agent) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating all Leases of any portion of the Mortgaged Property has been provided to the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements relating to Swap Propertiesleasing or licensing of space at such Mortgaged Property and in the Building relating thereto. None of the Leases has been modified, changed, altered, assigned, supplemented or amended in any respect, except as reflected on the Swap Closing Date) Rent Roll, and no tenant is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in the Rent Roll. There are trueno occupancies, correctrights, accurate and complete copies of such documents as privileges or licenses in effect on the date hereof and constitute the entire agreement between the parties thereto with respect or to any Mortgaged Property or portion thereof other than pursuant to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating Leases reflected in Rent Rolls previously furnished to the Agent for such documentsMortgaged Property. Except as set forth on Schedule Xin each Rent Roll, the Properties Leases reflected therein are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and neither the Borrower, REA nor any Guarantor has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of the Borrower and REA, there are is no material events basis for any such claim or notice of default thereunder by any party thereto and there are no conditions that, tenant. No property other than the Mortgaged Property which is the subject of the applicable Lease is necessary to comply with the passage of time or requirements (including, without limitation, parking requirements) contained in such Lease. The Rent Rolls furnished to the giving of noticeAgent accurately and completely set forth all rents payable by and security, or bothif any, would constitute such a default thereunder. No Rent under any Operating Lease has been deposited by tenants, no tenant having paid more than one (1month's rent in advance. Except as described in SCHEDULE 6.24(l) month attached hereto, all tenant improvements or work to be done, furnished or paid for by the Borrower, REA or any Guarantor, or credited or allowed to a tenant, for, or in advance of its due date and no Rents or charges under connection with, the Operating Building pursuant to any Lease have been waived, released or otherwise discharged or compromised. There has been completed and paid for or provided for in a manner satisfactory to the Agent, and, except as set forth on Schedule 6.24(l), no prior salematerial leasing, transfer brokerage or assignmentlike commissions, hypothecation fees or pledge of any Operating Lease, Operating Lease Guaranty or payments are due from the Borrower in respect of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofLeases.

Leases. The property schedule attached as Schedule 6.1.2-1 (athe “Property Schedule”) The Operating accurately and completely reflects in all material respects xxx xxxxxx xxxxxxx, xxxx, xxxxx, zip code, county, MSA, year built, property type, acquisition date, acquisition source, lease status, lease start date, lease end date, rental amount, rental range estimate, security deposit, Section 8 status, property tax amount, homeowners’ association dues and BPO values of all Leases (the “Existing Leases”) and Properties, as amended and restated on applicable, as of the date hereofof the Property Schedule; provided, however, that the rental range estimates and BPO values accurately and completely reflect such estimates and values as provided to Seller by third parties, and together with any certificates and notifications entered into in connection therewith) and Seller makes no representation or warranty as to the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies accuracy or completeness of such documents as in effect on the date hereof estimates and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing values themselves. No person or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases entity (other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100Seller or Selling Subsidiary) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual the Property or right to occupy the same except an individual under and pursuant to the provisions of the Operating Leaseapplicable Lease (such individual, a “Tenant”) and any other space person claiming rights through any such Tenant. Copies of all Existing Leases listed and all amendments thereto and guaranties thereof, if any, have been furnished by Seller to Buyer and the copies so provided are true and complete in all material respects. The Existing Leases have not been amended, modified or terminated (except for any amendments delivered to Buyer pursuant to the preceding sentence). To Seller’s actual knowledge, except as otherwise disclosed on the Property Schedule, on Schedule X or permitted hereunder and6.1.2-2 or, with respect to a right to occupancy only Buyer’s actual knowledge, in the Documents, and in all material respects, (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is i) the Existing Leases are presently in full force and effect without any material default thereunder by the applicable Tenant; (ii) no Tenant has prepaid rent by more than 30 days in advance; (iii) any tenant improvements that Seller or Selling Subsidiary, as landlord, is obligated to complete, prior to the date hereof and pursuant to any Existing Lease, have been completed and, to Seller’s actual knowledge, have been accepted by the applicable Tenant and all tenant allowances or inducements that Seller or Selling Subsidiary, as landlord, is obligated to provide pursuant to the terms of any Existing Lease have been provided, exhausted or waived; (iv) no Tenant has notified Seller or Selling Subsidiary, as landlord, in writing, of any default by Seller or Selling Subsidiary pursuant to an Existing Lease that remains uncured; and (v) all security deposits are held in cash. Except as otherwise disclosed on Schedule 6.1.2-3, there are no leasing commissions or finder’s fees that may be due and payable after Closing by Buyer in connection with any Lease. Seller has delivered to Buyer complete copies of any third-party commission agreements pursuant to which a leasing commission or finder’s fee may be due and payable after Closing in connection with any Lease. Each Existing Lease is an Eligible Lease. The term “Eligible Lease” means a Lease that satisfies all of the following: (a) the form of such Lease is, in all material events respects, substantially similar to one of default thereunder the forms set forth on Exhibit H hereto; (b) the Lease is entered into on an arms-length basis without payment support by any party thereto and there are no conditions thatSeller or Selling Subsidiary; (c) the Lease had, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance as of its due date commencement date, an initial lease term of at least six months; and no Rents or charges under (d) the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet compliance with all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofApplicable Laws in all material respects.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases leases other than the Operating Lease Leases described in the rent roll attached hereto as Schedule 4.1.26-A and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease made a part hereof, which rent roll is a “true lease” for true, complete and accurate in all purposes material respects as of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised therebyClosing Date. Mortgage Borrower Bxxxxxxx is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease GuarantyLeases. CurrentlyTo Bxxxxxxx’s knowledge, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating LeaseLeases and Permitted Encumbrances. Except as has been disclosed in the tenant estoppels delivered to Lender prior to the Closing Date, any other space (1) the current Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is are in full force and effect and there are no material events Borrower has neither given nor received and written notice of default thereunder by any party thereto and there are that has not been resolved; (2) no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date other than with respect to the following Leases, which are paid on a quarterly basis: (A) Grande Communications Networks, Inc. (300 Xxxxxxx Xxxxxx, San Marcos, TX 78666 ) and no Rents (B) Cofinity, Inc. (20000 Xxxxxxxxxxxx Xxx, Xxxxxxxxxx, XX 00000); (3) to Borrower’s knowledge, all security deposits are held by or charges on behalf of Borrower in accordance with applicable law. Schedule 4.1.26-B hereto sets forth the amount of outstanding free rent and unfunded tenant improvement allowances, landlord work and leasing commissions outstanding as of the Closing Date under certain executed Leases which are to be performed or funded during the Operating Lease have been waived, released or otherwise discharged or compromised. There initial term of the Loan (the “Unfunded Obligations”); (4) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents received therein which is outstanding; (5) except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company disclosed thereon, no Tenant listed on Schedule 4.1.26-A has assigned the Operating 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 except as has been disclosed in the estoppels delivered to Lender in connection with the closing of the Loan; and (7) no Tenant under any Individual Property except Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the Operating Lease and leased premises or the terms hereofbuilding of which the leased premises are a part, other than as set forth on Schedule 4.1.26-C attached hereto. None of the Tenants holding leasehold interests with respect to the Property is Affiliated with Borrower.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, any Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement)Rents. No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. (a) The Operating Leases (as amended and restated on There are no leases or occupancy agreements currently in effect which affect the date hereofProperty other than the Leases, and together with no person is in possession of or has any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, possessory rights with respect to those Operating Leases relating to Swap Propertiesany portion of the Property except the Tenants under the Leases, on the Swap Closing Date) are trueTrue, correct, accurate correct and complete copies of such documents all Leases have been delivered to Buyer as part of the Due Diligence Items, To Seller’s knowledge, all of the Leases are in effect full force and effect. No rentals or other amounts due under the Leases have been paid more than one month in advance (except for the security deposits, if any, listed on the date hereof Rent Roll). All security and constitute other deposits of any type required under the entire agreement between Leases have been paid in full, are being held by of on behalf of Seller and are accurately shown on the parties thereto with respect Rent Roll, To Seller’s knowledge, there is no material default by Seller or any Tenant under any of the Leases and none of the Tenants under the Leases has asserted any defenses, set offs or claims that have not been resolved and/or disclosed to Buyer as part of the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documentsDue Diligence Items. Except as set forth on Schedule XExhibit M, attached hereto and made a part hereof, Seller has fulfilled all obligations to Tenants under the Properties are not subject Leases to any space Leases provide tenant improvements or tenant improvement allowances or other than cash allowances, and except those obligations identified on Exhibit M for which Buyer is given a credit at Closing pursuant to Section 6.1(m) below, Buyer shall have no obligation with respect thereto after Closing. Except as set forth on the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes Rent Roll, to Seller’s knowledge, none of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company Tenants has assigned the Operating its Lease or sublet all or any portion part of any Individual Property except pursuant to the Operating Lease premises covered by its Lease. To Seller’s knowledge, the information on tenant delinquencies in the Due Diligence Items is true, accurate and the terms hereof.complete;

Leases. Other than as set forth on Exhibit E (a) The Operating Leases (as amended and restated on the date hereof“Lease Schedule”), and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no oral or written Leases or rights of occupancy or subleases or licenses or grants or claims of right, title or interest in any portion of the Premises or any side agreements modifyingrelating thereto as of the effective date hereof. The Rent Roll attached hereto as Exhibit F‑1 (the “Rent Roll”) is true, amendingcorrect and complete in all material respects as of the Effective Date. The Lease Schedule contains, supplementing among other things, a true and complete list of all Leases, including all amendments, escrow agreements and guarantees related thereto, and Seller has made available to Buyer for Buyer’s review in the online data room maintained by Seller or restating such documentsdelivered to Buyer, true and complete and accurate copies of all Leases set forth on the Lease Schedule. Except as set forth on Schedule XExhibit F‑3 hereto, Seller has not received any written notices from any of the Properties are tenants under the Leases asserting that Seller is in default in any material respects under any of the respective Leases (other than defaults which have been cured). Except as set forth on Exhibit F‑3 hereto and on the Delinquency Report (defined on Exhibit H), Seller has not subject delivered any written notices to any space of the tenants under the Leases asserting that any event of default has occurred under any of the respective Leases (other than the Operating Lease defaults which have been cured). To Seller’s knowledge and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest except as set forth in the Properties other than Rent Roll or Exhibit F‑3 hereto, (i) the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is are in full force and effect effect, and (ii) no base rent has been prepaid under any of the Leases more than thirty (30) days in advance. To Seller’s knowledge, except as may be set forth on Exhibit F‑2 hereto, no tenant is entitled to any agreed rent credit, free rent or any claim or offset against the rent payable by it under its Lease. As of the Effective Date, there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time Lease Expenses (as hereinafter defined) now due or which could become due under Existing Leases or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating New Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined hereinafter defined) except for those Lease Expenses set forth on Exhibit F‑2 hereto (which Seller shall credit to Buyer in accordance with Section 14.1.9). The Rent Roll and the Delinquency Report are those used in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion normal course of any Individual Property except pursuant to the Operating Lease and the terms hereofSeller’s business.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month -117- in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement)Leases. No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. Borrower has delivered (ai) The Operating a true, correct and complete schedule (the “Rent Roll”) of all Leases (affecting the Property as amended and restated on of the date hereof, which accurately and together with completely sets forth in all material respects for each such Lease, the following: the name of the Tenant, the Lease expiration date, extension and renewal provisions, the base rent payable, the security deposit held thereunder and any certificates other material provisions of such Lease and notifications entered into in connection therewith(ii) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate correct and complete copies of such documents as all Leases described in effect on the date hereof Rent Roll. Each Lease constitutes the legal, valid and constitute the entire agreement between the parties thereto with respect binding obligation of Borrower and, to the subject matter therein best of Borrower’s knowledge and there are no written agreements modifyingbelief, amendingis enforceable against the Tenant thereof. No default exists, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage passing of time or the giving of noticenotice or both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or both, would constitute such a default thereunderthe Property. No Rent Tenant under any Operating Lease has been has, as of the date hereof, paid rent more than one thirty (130) month days in advance of its due date advance, and no Rents or charges the rents under the Operating Lease such Leases have not been waived, released released, or otherwise discharged or compromised. There All security deposits required under such Leases have been fully funded and are held by Borrower as required by applicable law. All work to be performed by Borrower under the Leases has been no prior salesubstantially performed, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating all contributions to be made by Borrower to the Tenants thereunder have been made and all other conditions precedent to each such Tenant’s obligations thereunder have been satisfied. Each Tenant under a Lease Guaranty or has entered into occupancy of the Rents except pursuant demised premises. To the best of Borrower’s knowledge and belief, each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors. No Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the Mortgage and Assignment lien of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofthis Mortgage.

Leases. (a) The Operating Rent Roll lists all of the Leases (affecting the Property and is otherwise be accurate and complete as amended and restated on the date hereofof its date. Seller has or will, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided deliver to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are Purchaser true, correct, accurate and complete copies of such documents as all of the Leases and there are no leases, subleases, licenses, occupancies or tenancies in effect pertaining to any portion of the Property, and no persons, tenants or entities occupy space in the Property, except as stated on the date hereof most current Rent Roll. There are no rights to renew, extend or terminate the Leases or expand any Lease premises, or options to purchase, except as shown in the Rent Roll and constitute the entire agreement between the parties thereto Leases. Except as disclosed on Schedule 11.1.11 hereto, no brokerage commission or similar fee is EXECUTION VERSION due or unpaid by Seller with respect to the subject matter therein any Lease, and there are no written or oral agreements modifyingthat will obligate Purchaser, amendingas Seller’s assignee, supplementing to pay any such commission or restating such documentsfee under any Lease or extension, expansion or renewal thereof. Except To Seller’s actual knowledge, except as set forth disclosed on Schedule X11.1.11 hereto, the Properties Leases and any guaranties thereof are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect effect, neither Seller nor any tenant is in default under its Lease, and there the Leases and guaranties are subject to no material events defenses, setoffs or counterclaims for the benefit of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default tenants thereunder. No Seller is in compliance with all of the landlord’s material obligations under the Leases, and except as disclosed on Schedule 11.1.11 hereto, Seller has no obligation to any tenant under the Leases to further improve such tenant’s premises or to grant or allow any rent or other concessions. Except as disclosed on Schedule 11.1.11 hereto or on the Rent under any Operating Lease has Roll, no rent or other payments have been paid collected in advance for more than one (1) month in advance of its due date and no Rents rents or charges under other deposits are held by Seller, except the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of security deposits described on the Rents except pursuant to Rent Roll and rent for the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofcurrent month.

Leases. (a) The Operating Leases (rent rolls attached hereto as amended and restated on the date hereofSchedule I-1A, Schedule I-2A, Schedule I-3A, Schedule I-4A, Schedule I-5A, Xxxxxxxx X-0X, Xxxxxxxx X-0X, Xxhedule I-8A, and together with Schedule I-9A (collectivxxx, xxx "Xxxx Xxxx Xxxxxxxxx", xxe each true, complete and correct in all material respects and none of the Properties is subject to any certificates and notifications entered into Leases other than the Leases described in connection therewith) and the Operating Lease Guaranty provided Rent Roll Schedules, as applicable. Except as disclosed to Lender on the Original Closing Date (orRent Roll Schedules, with respect the Leases identified on such schedules are in full force and effect and to those Operating Leases relating to Swap PropertiesBorrower's actual knowledge, on the Swap Closing Date) there are true, correct, accurate and complete no defaults thereunder by any party thereto. The copies of such documents as in effect on the date hereof Leases delivered to Lender are true and constitute the entire agreement between the parties thereto with respect to the subject matter therein complete, and there are no written oral agreements modifying, amending, supplementing or restating such documentswith respect thereto. Except as set forth on Schedule Xthe Rent Roll Schedules, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code no Rent (including Section 365(dsecurity deposits) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date date. All work to be performed by each Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant. Except as set forth on the Rent Roll Schedules, 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. Each Borrower has delivered to Lender a true, correct and complete list of all security deposits made by Tenants at each of the Properties that have not been applied (including accrued interest thereon), all of which are held by each Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements. Each Tenant is free from bankruptcy or reorganization proceedings. No Tenant under any Lease (or any sublease) is an Affiliate of any Borrower, except as may be otherwise disclosed on the Rent Roll Schedules, as appropriate. The Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, and are open for business and paying full, unabated rent. There are no brokerage fees or commissions due and payable in connection with the leasing of space at any Property, except as has been previously disclosed to Lender in writing, and no Rents such fees or charges under commissions will become due and payable in the Operating Lease have been waivedfuture in connection with the Leases, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge including by reason of any Operating Lease, Operating extension of such Lease Guaranty or expansion of the Rents space leased thereunder, except pursuant as has previously been disclosed to the Mortgage and Assignment of Leases (as such term is defined Lender in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofwriting.

Leases. (a) The Operating Leases (as amended and restated on There are no leases or occupancy agreements currently in effect which affect the date hereofProperty other than the Leases, and together with no person is in possession of or has any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, possessory rights with respect to those Operating Leases relating to Swap Propertiesany portion of the Property except the Tenants under the Leases, on the Swap Closing Date) are trueTrue, correct, accurate correct and complete copies of such documents all Leases have been delivered to Buyer as part of the Due Diligence Items. To Seller’s knowledge, all of the Leases are in effect full force and effect. No rentals or other amounts due under the Leases have been paid more than one month in advance (except for the security deposits, if any, listed on the date hereof Rent Roll). All security and constitute other deposits of any type required under the entire agreement between Leases have been paid in full, are being held by or on behalf of Seller and are accurately shown on the parties thereto with respect Rent Roll. To Seller’s knowledge, there is no material default by Seller or any Tenant under any of the Leases and none of the Tenants under the Leases has asserted any defenses, set offs or claims that have not been resolved and/or disclosed to Buyer as part of the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documentsDue Diligence Items. Except as set forth on Schedule XExhibit M, attached hereto and made a part hereof, Seller has fulfilled all obligations to Tenants under the Properties are not subject Leases to any space Leases provide tenant improvements or tenant improvement allowances or other than cash allowances, and except those obligations identified on Exhibit M for which Buyer is given a credit at Closing pursuant to Section 6.1(m) below, Buyer shall have no obligation with respect thereto after Closing, Except as set forth on the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes Rent Roll, to Seller’s knowledge, none of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company Tenants has assigned the Operating its Lease or sublet all or any portion part of any Individual Property except pursuant to the Operating Lease premises covered by its Lease. To Seller’s knowledge, the information on tenant delinquencies in the Due Diligence Items is true, accurate and the terms hereof.complete;

Leases. (ai) The Operating Continue its present residential rental program and efforts at the Property to rent vacant space and parking spaces to residential tenants, provided that, following the Effective Date until the Closing or earlier termination of this Agreement, without the prior written consent of Buyer in its sole discretion, Seller shall not execute any new lease for residential occupancy or parking or amend, terminate or accept the surrender of any existing tenancies or parking under any Lease except that Seller is authorized to (A) accept the termination of Leases at the end of their existing terms or amendments memorializing extensions of any Leases as required thereunder and (B) amend, extend, renew any existing Lease or enter into a new lease for residential occupancy or parking provided that such amendment, extension, renewal or new lease (i) is in Seller’s ordinary course of business and consistent with Seller’s current leasing practices as amended and restated of the Effective Date (subject to clause (vii) below as to rental rates), (ii) is on the standard lease form used by Seller at the Property as of the Effective Date for residential units or beds, or otherwise reasonably approved by Buyer, (iii) requires security deposits and/or prepaid rent in customary amounts consistent with Seller’s current leasing practices as of the Effective Date, (iv) is not for commercial purposes, (v) is for a term of eleven and one-half (11.5) months (but with twelve (12) equal installments), provided, however, that up to five percent (5%) of the Leases at the Property may be for terms of less than eleven and one-half (11.5) months, (vi) contains a stated termination date hereofwhich is not later than the July 31st that follows the effective date of such Lease, and together with any certificates and notifications entered (vii) has an annualized rent, taking into in connection therewith) and account Tenant Concessions, equal to or higher than the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as applicable rental rates set forth on Schedule X5(m)(i) (each such lease, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of New Lease”). If Seller enters into a New Lease or amends, terminates or modifies any existing Lease after the Bankruptcy Code (including Effective Date as permitted in accordance with this Section 365(d) 5.1(m), then Seller shall promptly provide written notice and 502(b)(6) thereof) a copy thereof to Buyer and applicable Legal Requirementssuch leases shall be deemed added to Schedule 3.2(b-1), and no Operating Lease constitutes a financing or conveys any interest in Schedule 3.2(b-1) shall be deemed amended at the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right Closing to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute include such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofleases.

Leases. Not, without the prior written consent of Purchaser: (a) The Operating execute any new Leases affecting the Property, or any part thereof (as amended the "New Leases"); (b) amend, modify or supplement any Existing Lease; (c) terminate (except upon a default by the tenant thereunder) or accept the surrender of any Existing Lease; or (d) approve any sublease; provided, however, that Seller is authorized to accept the termination of Leases at the end of their existing terms and restated to expand, extend or renew any Leases pursuant to expansion, extension or renewal options specifically contained in a Lease and properly exercised by the tenants thereunder. From the Effective Date through the Closing Date, Seller agrees to permit Purchaser to negotiate lease renewals with month-­to-month tenants ("Renewal Tenants") and new leases with prospective tenants ("New Tenants") on the date hereofterms, and together lease forms, acceptable to Purchaser (the "New Form Lease"). Upon Seller's written request, Purchaser shall keep Seller informed of all developments with regard to said negotiations. The New Form Lease shall contain the following provision: "Submission of this Lease by Landlord is not an offer to enter into this Lease but rather is a solicitation for such an offer by Tenant. Landlord shall not be bound by this Lease until Landlord has executed and delivered the same to Tenant." Purchaser may present the New Form Lease to Renewal Tenants and New Tenants, and if executed by such tenants, Seller agrees to execute the applicable lease and deliver the fully executed lease (a "Ratified Lease") into escrow with the Title Company to be delivered to Purchaser at Closing as an assigned lease pursuant to Section 8.1.3. In the event that this transaction does not Close, Seller may, in its discretion, void any certificates and notifications entered into in connection therewith) and all Ratified Leases or deliver the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Ratified Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifyingrespective tenants, amending, supplementing or restating such documents. Except as set forth on Schedule X, thereby giving the Properties are not subject to any space Ratified Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by effect. Purchaser shall pay at Closing for any party thereto and there are no conditions that, brokerage commissions due in connection with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant Ratified Leases assigned to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofPurchaser.

Leases. Borrower has delivered (ai) The Operating a true, correct and complete schedule (the “Rent Roll”) of all Leases (affecting the Property as amended and restated on of the date hereof, which accurately and together with completely sets forth in all material respects for each such Lease, the following: the name of the Tenant, the Lease expiration date, extension and renewal provisions, the base rent payable, the security deposit held thereunder and any certificates other material provisions of such Lease and notifications entered into in connection therewith(ii) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate correct and complete copies of such documents as all Leases described in effect on the date hereof Rent Roll. Each Lease constitutes the legal, valid and constitute the entire agreement between the parties thereto with respect binding obligation of Borrower and, to the subject matter therein best of Borrower’s knowledge and there are no written agreements modifyingbelief, amendingis enforceable against the Tenant thereof. No default exists, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage passing of time or the giving of noticenotice or both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or both, would constitute such a default thereunderthe Property. No Rent Tenant under any Operating Lease has been has, as of the date hereof, paid rent more than one thirty (130) month days in advance of its due date advance, and no Rents or charges the rents under the Operating Lease such Leases have not been waived, released released, or otherwise discharged or compromised. There All security deposits required under such Leases have been fully funded and are held by Borrower in a separate segregated account or as otherwise required by applicable law. Except as has been no prior saleotherwise disclosed to Lender in writing, transfer or assignmentall work to be performed by Borrower under the Leases has been substantially performed, hypothecation or pledge of any Operating Leaseall contributions to be made by Borrower to the Tenants thereunder have been made, Operating all other conditions precedent to each such Tenant’s obligations thereunder have been satisfied, and each Tenant under a Lease Guaranty or has entered into occupancy of the Rents except pursuant demised premises. To the best of Borrower’s knowledge and belief, each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors. No Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the Mortgage and Assignment lien of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofthis Security Deed.

Leases. Subsidiary Guarantors may, without the prior approval of Administrative Agent, execute one or more Leases in respect of a single Project (acollectively, "EXEMPT LEASES") The Operating so long as the aggregate square footage of leased space covered by all Exempt Leases for a single Project does not exceed twenty percent (20%) of the total leaseable space of the Improvements within such Project. Except for Exempt Leases that fall within the foregoing twenty percent (20%) exclusion, no Loan Party shall enter into any Lease of space in the Improvements which has not been approved in writing by Administrative Agent. As used herein, the term "APPROVED LEASES" means, collectively, all Exempt Leases and all Leases approved in writing by Administrative Agent. If any proposed Lease is not an Exempt Lease, prior to execution, Borrower or the applicable Loan Party shall provide to Administrative Agent a correct and complete copy of such Lease, including any exhibits and each guarantee thereof (if any), together with, if available, a comparison version of such Lease showing the revisions made to its original form or the form lease, if any, approved by Administrative Agent, as amended applicable. Administrative Agent shall use reasonable efforts to notify Borrower of Administrative Agent's approval or disapproval (specifying the reasons for any disapproval) of any proposed Lease submitted by Borrower to Administrative Agent on or before the end of the tenth (10th) Business Days after the LATER to occur of: (i) receipt by Administrative Agent of the proposed Lease, and restated (ii) receipt by Administrative Agent of the most recently prepared financial statements for the proposed Tenant; PROVIDED, HOWEVER, that if Administrative Agent fails to approve or disapprove of such proposed Lease within such 10-Business Day period, then Borrower may notify Administrative Agent in writing of such failure and Administrative Agent shall be deemed to have approved such proposed Lease if Administrative Agent fails to respond to Borrower by the end of the second (2nd) Business Day following receipt by Administrative Agent of such additional notice, SO LONG AS such additional notice is sent to Administrative Agent at the address noted on the date hereofsignature page to this Agreement (addressed to the attention of Xx. Xxx Xxxxxx and Real Estate Loan Administration) AND to Administrative Agent's attorneys, Xxxxxxxxx Traurig, LLP, 00000 Xxxx Xxxx, Suite 600, Dallas, TX 75240 Attention: Xxxx X. Xxxx (which notice addresses may be changed at any time by written notice to Borrower of such change of address). In order to facilitate Administrative Agent's review of Leases and together with the lease negotiations of the Loan Parties, Borrower may submit to Administrative Agent for its review one or more form leases (or any certificates and notifications entered into amendments thereto) for use by the Loan Parties in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage Property. Borrower shall, throughout the term of time or the giving of noticethis Agreement, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month pay all reasonable costs incurred by Administrative Agent in advance of its due date connection with Administrative Agent' review and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment approval of Leases (as such term is defined in the Mortgage Loan Agreementother than Exempt Leases) and each guarantee thereof (if any). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease , including reasonable attorneys' fees and the terms hereofcosts.

Leases. The Properties (aBofA Revolver) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease Leases described in the rent rolls previously delivered to the Administrative Agent and space any Leases providing for occupancy entered into following the date of less than one hundred (100) square feetsuch rent rolls. Each Operating Lease is a “true lease” for all purposes To the Actual Knowledge of the Bankruptcy Code (including Section 365(d) Borrower, except as otherwise disclosed on the aforesaid rent rolls and 502(b)(6) thereof) and applicable Legal Requirementsexcept for discrepancies which, and no Operating Lease constitutes a financing either individually or conveys any interest in the Properties other than aggregate, would not have a Material Adverse Effect, such rent rolls are true, correct and complete as of the leasehold interest therein demised therebySupplement Effective Date. Mortgage Borrower A Property Owner (BofA Revolver) is the owner and lessor of landlord’s interest in the Operating each Lease and the Operating Lease Guarantyof a Property (BofA Revolver). Currently, no No Person has any possessory interest in any Individual Property (BofA Revolver) or right to occupy the same except under and pursuant to the provisions of the Operating Lease, Leases and any subleases permitted thereunder or pursuant to any easement or other space Leases listed on Schedule X or permitted hereunder and, with respect to similar document constituting a right to occupancy only (and not a possessory interest), hotel guestsPermitted Encumbrance. Each Operating Lease and Operating Lease Guaranty that relates to in excess of 20,000 square feet of net rentable area (a “Material Lease”) of a Property (BofA Revolver) is in full force and effect and and, to the Actual Knowledge of the Borrower, there are no material events defaults under any Material Lease of default thereunder a Property (BofA Revolver) by any either party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such material defaults under any Material Lease of a default thereunderProperty (BofA Revolver), except to the extent the same have not resulted, or would not be reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect. No Rent under Property Owner (BofA Revolver) has, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, assigned, transferred, encumbered, hypothecated, pledged or granted a security interest in any Operating Lease has been paid more than one of the Leases of a Property (1BofA Revolver) month or its interest therein except, in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge case of any Operating LeaseEncumbered Property, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (loan documents evidencing the loan secured by such Encumbered Property, as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofdisclosed on Schedule 1.2.

Leases. (a) The Operating Loan Parties shall not materially amend, materially modify, terminate, consent to the assignment (unless required to do so under the applicable Material Lease and excluding any assignment pursuant to any Loan Document) or surrender of, or grant a waiver of any material provision or right of Loan Parties under, or otherwise materially supplement any Material Lease or any guaranty thereof or subject to Section 6.10(b), any Minor Lease or any guaranty thereof (each, a “Material Lease Action”) without Requisite Lenders’ prior consent in the case of a Material Lease or Agent’s prior consent in the case of a Minor Lease or enter into a Material Lease or any Minor Lease that does not satisfy the requirements of clause (ii) of Section 6.10(b) without Requisite Lenders’ prior consent in the case of a Material Lease or Agent’s prior consent in the case of such a Minor Lease, which consent shall not be unreasonably withheld, conditioned or delayed. Prior to seeking Requisite Lenders’ consent to enter into any Material Lease, Loan Parties shall deliver to Agent and Lenders a copy of such proposed lease (a “Proposed Material Lease”). Subject to clause (h) below, Agent (with the approval of Requisite Lenders where required) shall approve or disapprove each Proposed Material Lease or Material Lease Action for which Agent’s and/or Requisite Lenders’, as applicable, approval is required under this Loan Agreement within ten (10) Business Days of the submission by Loan Parties to Agent and each Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease, non-conforming Minor Leases (or Material Lease Action. If requested by Loan Parties, Agent and Requisite Lenders, as amended applicable, will grant conditional approvals of Proposed Material Leases, non-conforming Minor Leases or proposed Material Lease Actions at any stage of the leasing process, including from initial “term sheet” through negotiated lease drafts, provided that Agent and restated on Requisite Lenders, as applicable, shall retain the date hereofright to disapprove any such Proposed Material Lease, non-conforming Minor Lease or proposed Material Lease Action, if subsequent to any preliminary approval material changes are made to the terms previously approved by Agent and/or Requisite Lenders, as applicable, or additional material terms are added that had not previously been considered and together with any certificates and notifications entered into approved by Agent and/or Requisite Lenders, as applicable, in connection therewith) and with such Proposed Material Lease, non-conforming Minor Lease or proposed Material Lease Action. Notwithstanding anything set forth herein to the Operating Lease Guaranty provided to Lender on the Original Closing Date (orcontrary, Agent’s and/or Requisite Lenders, as applicable, consent shall not be required for any renewal, extension, expansion, termination, assignment or subletting of or any action with respect to those Operating Leases relating to Swap Propertiesto, on a Lease unilaterally exercised by the Swap Closing Date) are true, correct, accurate and complete copies of such documents as tenant thereunder in effect on the date hereof and constitute the entire agreement between the parties thereto accordance with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating such Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest. Without limiting this Section 6.10(a), hotel guests. Each Operating Loan Parties shall deliver to Agent a copy of any Material Lease and Operating Lease Guaranty is in full force any amendment, modification or supplement thereof within ten (10) Business Days after the execution and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofdelivery thereof.

Leases. (a) The Operating Property is not subject to any Leases (as amended and restated other than the Leases described on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided rent roll certified to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are as true, correct, accurate complete and complete copies of such documents as correct in effect on all material respects (the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents“Rent Roll”). Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease GuarantyLeases (excluding any subleases or sub-subleasese). Currently, no No Person has any possessory interest in any Individual the Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed Leases. Except as set forth on Schedule X IV hereto and except as disclosed on the Rent Roll or permitted hereunder andon the estoppel certificates delivered to Lender in connection with the closing of the Loan, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is the Leases identified on the Rent Roll are in full force and effect and there are no material events of default defaults thereunder by either party beyond any party thereto applicable notice or cure period, and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default defaults thereunder. No The copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto. Except as set forth on Schedule IV hereto and except as disclosed on the Rent under any Operating Lease Roll or on the estoppel certificates delivered to Lender in connection with the closing of the Loan, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date date. Except as set forth on Schedule IV hereto and except as disclosed on the Rent Roll or on the estoppel certificates delivered to Lender in connection with the closing of the Loan, to 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. Except as set forth on Schedule IV hereto and except as disclosed on the Rent Roll or on the estoppel certificates delivered to Lender in connection with the closing of the Loan, 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 a Lease has already been received by such Tenant. Except as set forth on Schedule IV hereto and except as disclosed on the Rent Roll or on the estoppel certificates delivered to Lender in connection with the closing of the Loan, each Tenant under each Lease have accepted possession of and is in occupancy of all of its respective space demised under its Lease and has commenced the payment of full, unabated rent under its Lease. 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. To Borrower’s knowledge, no Tenant under a Lease is the subject of bankruptcy or reorganization proceedings other than Le Cirque. Except as set forth on Schedule IV hereto, no Tenant under any Lease (or any sublease) is an Affiliate of Borrower. Except as set forth on Schedule IV hereto and except as disclosed on the Rent Roll or on the estoppel certificates delivered to Lender in connection with the closing of the Loan, there are no brokerage fees or commissions due and payable by Borrower in connection with the leasing of space at the Property, except as has been previously disclosed to Lender in writing, and no Rents such fees or charges under commissions will become due and payable in the Operating Lease have been waivedfuture in connection with the Leases, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge including by reason of any Operating Lease, Operating extension of such Lease Guaranty or expansion of the space leased thereunder, except as has previously been disclosed to Lender in writing. Borrower has not sold, transferred, assigned, hypothecated or pledged any Lease or the Rents received therefrom, except for those which are no longer in effect and except to Lender pursuant to the Mortgage Loan Documents. Except as set forth on Schedule IV hereto and Assignment except as disclosed on the Rent Roll or on the estoppel certificates delivered to Lender in connection with the closing of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company Loan, to Borrower’s knowledge, no Tenant under any Lease has assigned the Operating its Lease or sublet all or any portion of the premises demised thereby and no such Tenant holds its leased premises under assignment or sublease. Except as set forth on Schedule IV hereto and except as disclosed on the Rent Roll or on the estoppel certificates delivered to Lender in connection with the closing of the Loan and except for the rights of Bloomberg described in Section 40 of the Bloomberg Lease in event of a Proposed Competitor Asset Transaction (as defined in the Bloomberg Lease) or a Proposed Competitor Equity Transaction (as defined in the Bloomberg Lease, collectively with a Proposed Competitor Asset Transaction, the “Bloomberg Lease Rights”), no Tenant under any Individual Property except Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the Operating Lease and leased premises or the terms hereofbuilding of which the leased premises are a part.

Leases. (a) The Operating Leases (as amended and restated on information in the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided rent roll delivered to Lender on the Original Closing Date (or, Buyer with respect to those Operating Leases relating the Real Property for the calendar month immediately preceding the Effective Date, showing with respect to Swap Propertieseach Tenant of the Real Property: (1) the name of the Tenant, on (2) the Swap Closing Datenumber of rentable square feet in Tenant’s premises as set forth in Tenant’s Lease, (3) are the current monthly base rental payable by such Tenant, (4) the term of the Lease, (5) any available options for the Tenant under the Lease; and (6) the amount of any security deposit (the “Rent Roll”) is true, correct, and complete. Seller has or will deliver to Buyer true, accurate and complete copies of such documents as all of the Leases and there are no leases, subleases, licenses, occupancies or tenancies in effect on pertaining to any portion of the date hereof Real Property, and constitute no persons, tenants or entities occupy space in the entire agreement between Real Property, except as stated in the parties thereto Rent Roll. There are no options or rights to renew, extend or terminate the Leases or expand any Lease premises, except as shown in the Rent Roll and the Leases. No brokerage commission or similar fee is due or unpaid by Seller with respect to the subject matter therein any Lease, and there are no written or oral agreements modifyingthat will obligate Buyer, amendingas Seller’s assignee, supplementing to pay any such commission or restating such documentsfee under any Lease or extension, expansion or renewal thereof. Except as set forth on Schedule X, the Properties The Leases and any guaranties thereof are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect effect, and there are subject to no material events defenses, setoffs or counterclaims for the benefit of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default Tenants thereunder. Neither Seller nor, to Seller’s knowledge, any Tenant is in default under its Lease. Seller is in full compliance with all of the landlord’s obligations under the Leases, and Seller has no obligation to any Tenant under the Leases to further improve such Tenant’s premises or to grant or allow any rent or other concessions. No Rent under any Operating Lease has rent or other payments have been paid collected in advance for more than one (1) month in advance of its due date and no Rents rents or charges other deposits are held by Seller, except the security deposits described on the Rent Roll and rent for the current month. Each rental concession, rental abatement or other benefit granted to Tenants under the Operating Lease Leases will have been waived, released or otherwise discharged or compromised. There has been no fully utilized prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment Close of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofEscrow.

Leases. (a) The Operating Leases (as amended and restated on Transaction Parties have delivered to the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate Agent true and complete copies of such documents the Leases and any amendments thereto relating to each Eligible Real Estate Asset required to be delivered as in effect on a part of the Eligible Real Estate Qualification Documents as of the date hereof hereof. An accurate and constitute complete Rent Roll in all material respects as of the entire agreement between date of inclusion of each Eligible Real Estate Asset in the parties thereto Unencumbered Asset Pool with respect to all Leases of any portion of the subject matter therein Eligible Real Estate Asset has been provided to the Agent. The Leases previously delivered to the Agent as described in the preceding sentence constitute as of the date thereof the sole agreements relating to leasing or licensing of space at such Eligible Real Estate Asset and there are no written agreements modifyingin the Building relating thereto. No tenant under any Lease is entitled to any free rent, amendingpartial rent, supplementing rebate of rent payments, credit, offset or restating deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such documentsLeases or such Rent Roll. Except as set forth on in Schedule X6.22, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes reflected therein are, as of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and date of inclusion of the applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest Eligible Real Estate Asset in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. CurrentlyUnencumbered Asset Pool, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and except as reflected in Schedule 6.22, no Transaction Party has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of Borrower, there are is no material events basis for any such claim or notice of default thereunder by any party thereto and there are tenant which would result in a Material Adverse Effect. Borrower knows of no conditions that, condition which with the giving of notice or the passage of time or the giving of notice, or both, both would constitute such a default thereunderon the part of (i) any tenant with respect to the material terms under a Lease or (ii) the respective Transaction Party as landlord under the Lease, in either case, that would, in the aggregate with any other defaults under Leases for the applicable Eligible Real Estate Asset, adversely affect more than five percent (5%) of the base rent generated by such Eligible Real Estate Asset. No Rent under any Operating Lease security deposit or advance rental or fee payment has been paid more than one (1) month in advance of its due date and no Rents made by any lessee or charges licensor under the Operating Lease have been waived, released or otherwise discharged or compromisedLeases except as may be specifically designated in the Leases. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or No property other than the Eligible Real Estate Asset which is the subject of the Rents except pursuant applicable Lease is necessary to comply with the Mortgage and Assignment of Leases material requirements (as including, without limitation, parking requirements) contained in such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofLease.

Leases. Borrower shall cause Mortgage Borrower to not enter into a proposed Lease or a proposed renewal, extension or modification of an existing Lease without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed. Prior to seeking Lender’s consent to any Lease, Borrower shall cause Mortgage Borrower to deliver to Lender a copy of such proposed Lease (aa “Proposed Lease”) The Operating Leases blacklined to show changes from the standard form of Lease approved by Lender and then being used by Borrower. Lender shall approve or disapprove each Proposed Lease or proposed renewal, extension or modification of an existing Lease for which Lender’s approval is required under this Agreement within ten (as amended 10) Business Days of the submission by Borrower to Lender of a written request for such approval, accompanied by a final copy of the Proposed Lease or proposed renewal, extension or modification of an existing Lease. If requested by Borrower, Lender will grant conditional approvals of a Proposed Lease or a proposed renewal, extension or modification of an existing Lease at any stage of the leasing process, from initial “term sheet” through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Lease or proposed renewal, extension or modification of an existing Lease if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and restated on approved by Lender in connection with such Proposed Lease or proposed renewal, extension or modification of an existing Lease. Provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section 5.9.2 and Lender fails to reject the date hereofrequest in writing delivered to Borrower within ten (10) Business Days after receipt by Lender of the request, Borrower shall provide Lender with a second written request for approval (which written request shall specifically refer to this Section 5.9.2 and shall explicitly state that failure by Lender to approve or disapprove within five (5) Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within five (5) Business Days after receipt by Lender of the second such request, the Proposed Lease or proposed renewal, extension or modification of an existing Lease shall be deemed approved by Lender, and together with any certificates and notifications entered Borrower shall be entitled to enter into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Proposed Lease or sublet all proposed renewal, extension or any portion modification of any Individual Property except pursuant to the Operating Lease and the terms hereofan existing Lease.

Leases. Each Borrower covenants that it shall enforce in a commercially reasonable manner all of its rights under the Leases and it shall not take any action, or fail to take any action, which would cause a default by a Borrower under any of the Leases. In the event that any Borrower receives any written request for its consent or approval pursuant to any of the Leases, such Borrower shall promptly deliver a copy of such request (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates documentation and notifications entered into information supporting such request) to Agent. If such consent or approval involves any Material Lease Modification (as defined in subsection 7.1.2 below), then no Borrower shall grant its consent or approval pursuant to such request unless Agent has also granted its written approval, which approval shall not be unreasonably withheld or delayed. Each Borrower shall promptly deliver to Agent copies of any financial statements received by such Borrower in connection therewith) with the Leases, including without limitation, financial statements, budgets, reports and the Operating Lease Guaranty provided other financial information of tenants, subtenants and guarantors. Agent shall have no obligation to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as notify Borrowers if any rent payment is late or if a rent payment is made in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases an amount other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feetamount due under the applicable Lease. Each Operating Lease is a “true lease” for all purposes Borrower shall also deliver to Agent any letters of credit which have been delivered to such Borrower by any Tenant under any of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal RequirementsLeases, and no Operating Lease constitutes each Borrower hereby grants to Agent a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory security interest in any Individual Property such letters of credit. All new or right to occupy the same except under and pursuant replacement Leases shall be substantially similar to the provisions forms previously approved by Agent. Borrowers shall not be authorized to enter into any ground lease of any Property without Agent's prior written approval. If Agent consents to any Lease or the Operating renewal of any existing Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating then such Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant shall either be substantially similar to the Mortgage form approved by Agent under Section 4.2 above or as otherwise approved by Agent, and Assignment at Agent's request, Borrowers shall cause the Tenant thereunder to execute a subordination and attornment agreement in form and substance reasonably satisfactory to Agent simultaneously with Borrowers' execution of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofrenewal.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with Neither Olsten nor any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided of its Subsidiaries owns any real property. Olsten has delivered or made available to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate Adecco true and complete copies of such documents as in effect on each lease requiring the date hereof payment of rentals aggregating, or pursuant to which the annual rentals are reasonably expected to be, at least $250,000 per annum pursuant to which real property is held under lease by Olsten or any of its Subsidiaries, and constitute the entire agreement between the parties thereto with respect true and complete copies of each lease pursuant to the subject matter therein and there are no written agreements modifying, amending, supplementing which Olsten or restating such documentsany of its Subsidiaries leases real property to others. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes Section 4.19 of the Bankruptcy Code (including Section 365(d) Olsten Disclosure Statement sets forth a true and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised therebycomplete list of all such leases. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions All of the Operating Lease, any other space Leases leases of Olsten or its Subsidiaries listed on Schedule X or permitted hereunder andSection 4.19 of the Olsten Disclosure Statement, with respect to a right to occupancy only (are valid and not a possessory interest), hotel guests. Each Operating Lease subsisting and Operating Lease Guaranty is in full force and effect with respect to Olsten and there are no material events of default thereunder by its Subsidiaries, as the case may be, and, to Olsten's knowledge, with respect to any other party thereto except any such failures to be in full force and effect as would not be reasonably expected to have an Olsten Material Adverse Effect. Neither Olsten nor any of its Subsidiaries nor, to Olsten's knowledge, any landlord is in default of its obligations under any lease to which Olsten is bound and, to Olsten's knowledge, there are no conditions thatwhich, with given notice and the passage of time or the giving of noticetime, or both, would could constitute such a default thereunderunder such lease, except for any defaults which would not reasonably be expected to have an Olsten Material Adverse Effect. No Rent under any Operating Lease has been paid more than one (1) month Olsten or its Subsidiaries, as the case may be, have valid leasehold interests in advance all properties leased thereunder free and clear of its due date and no Rents all liens, except as would not, individually or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement)aggregate, have an Olsten Material Adverse Effect. No Operating Company has assigned To Olsten's knowledge, the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease leased real properties are in good operating order and the terms hereofcondition.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement)Rents. No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. (a) The Operating Leases (as amended and restated on the date hereofThere are no leases, and together with any certificates and notifications entered into concessions or occupancy agreements in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, effect with respect to those Operating the Real Property other than the Leases relating to Swap Properties, listed on the Swap Closing Date) are true, correct, accurate Rent Roll attached as SCHEDULE 3.12; and SCHEDULE 3.12 attached hereto is a complete copies and correct list of such documents as all Leases in effect on the date hereof and constitute of this Agreement. Neither Brandywine OP, Tysons Partnership, BRSCO nor any of the entire agreement between the parties thereto with respect Subsidiary Entities has sent out any written notice of any default to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except any tenant under any Lease which has not been cured except as set forth on Schedule X3.12. To Brandywine OP's knowledge, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy lessor has performed all obligations required of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for it under all purposes of the Bankruptcy Code (including Section 365(d) Leases and 502(b)(6) thereof) and applicable Legal Requirementsthere remain no unfulfilled obligations of lessor under the Leases, and no Operating the nonperformance of which could entitle a tenant to damages under such Lease constitutes a financing or conveys any interest could cause lessor to be in the Properties other than the leasehold interest therein demised therebydefault under such Lease. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. CurrentlyExcept as shown on SCHEDULE 3.12, no Person tenant has given written notice to Brandywine OP, Tysons Partnership, BRSCO or any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, Subsidiary Entities of its intention to institute litigation with respect to a right to occupancy only (any Lease that has not been dismissed, and not a possessory interest)neither Brandywine OP, hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events Tysons Partnership, BRSCO or any of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease Subsidiary Entities has been paid more than one (1) month in advance served with a citation notifying it of its due date any litigation with respect to any Lease that has not been dismissed. None of the Leases and no Rents none of the rents or charges under the Operating Lease other amounts payable thereunder have been waivedassigned, pledged or encumbered except for any assignments, pledges or encumbrances which will be fully released on or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of before the Rents Closing Date and except pursuant to the Mortgage Mass Mutual Loan Documents. The Rent Roll is true, correct and Assignment complete in all material respects as of Leases (as such term is defined the date shown in the Mortgage Loan Agreement). No Operating Company Rent Roll and, to Brandywine OP's knowledge, there has assigned been no material adverse change with respect to any of the Operating Lease or sublet all or any portion of any Individual Property except pursuant items shown on the Rent Roll during the period from the date thereof to the Operating Lease and the terms hereofdate of this Agreement, except as shown thereon.

Leases. (a) The Operating Leases (Except as amended and restated on the date hereofexpressly provided herein, Seller shall, and together with any certificates and notifications entered into in connection therewith) shall cause each of the Property Managers, Illinois Manager and the Operating Property LLCs to, refrain from amending any existing Lease Guaranty without Purchaser’s written approval, as provided below, provided that Purchaser shall have no ability to Lender on interfere with the Original Closing Date (oradministration by Seller, with respect to those Operating Leases relating to Swap Propertiesthe Property Managers, on Illinois Manager or the Swap Closing Date) are true, correct, accurate and complete copies Property LLCs of any existing Lease as required by the terms of such documents Lease. In addition, except as in effect on expressly provided herein, neither Seller nor any of the date hereof Property Managers, Illinois Manager and constitute the entire agreement between the parties thereto Property LLCs shall enter into any new leases with respect to the subject matter therein Property (each, a “Proposed New Lease”), without Purchaser’s written approval, as provided below in this Section 5.6.10, provided, however that Purchaser’s written approval shall not be required for, and there are no written agreements modifyingSeller may enter into, amendinga new lease with Xxxxxx Xxxxxxx at One Financial Place on the business terms referenced in Schedule 5.6.10, supplementing or restating such documents. Except as (the “Xxxxxx Xxxxxxx Lease”) which Xxxxxx Xxxxxxx Lease shall not be a Proposed New Lease and Purchaser shall receive a credit at Closing equal to all unpaid leasing commissions, tenant improvement and other tenant concessions set forth on Schedule Xin the Xxxxxx Xxxxxxx Lease. Seller shall furnish Purchaser with a true and complete copy of any Proposed New Lease into which Seller or the Property Managers, Illinois Manager or the Properties are not subject Property LLCs desire to have any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) Property LLCs enter and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, such financial information with respect to a right the proposed tenant as Seller, the Property Managers, Illinois Manager or the Property LLCs may have in their possession. Purchaser shall have five (5) Business Days from receipt of such Proposed New Lease to occupancy only approve or disapprove the same, which approval shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser does not approve any such Proposed New Lease, Purchaser shall notify Seller, in writing, of such disapproval prior to expiration of the aforesaid five (5) Business Day period, stating in such written notification under what conditions, if any, Purchaser’s approval would be forthcoming and not a possessory interest), hotel guestsPurchaser’s agreement to approve such Proposed New Lease if such conditions are satisfied. Each Operating Lease All costs of tenant improvements and Operating Lease Guaranty is leasing commissions payable after Closing with respect to any lease with respect to the Property executed between the Effective Date and the Closing Date in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, accordance with the passage terms and conditions of time or the giving of notice, or both, would constitute such a default thereunderthis Agreement shall be paid by Purchaser. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge Seller shall deliver to Purchaser copies of any Operating Leasewritten notices that Seller sends, Operating Lease Guaranty or from and after the Effective Date to its Lenders under Section 4.1.6(c)(v) of the Rents except pursuant loan agreements related to the Mortgage Existing Indebtedness applicable to each of 000 Xxxxx Xxxxxx Property and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof00/000 Xxxxx Xxxxxxxxx Property.