Common use of Leases Clause in Contracts

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements theretoa) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except Except as disclosed in the documents referenced on Schedule 3.2(crent roll for the Property delivered to and approved by Lender in writing prior to the date hereof, (i) attached hereto or stated on Schedule 3.2(n) attached hereto, and Borrower is the sole owner of the entire lessor's interest in the Leases; (ii) contain the entire agreement between Leases are valid and enforceable and in full force and effect; (iii) all of the relevant landlord Leases are arms-length agreements with bona fide, independent third parties; (iv) no party under any Lease is in default; (v) all Rents due have been paid in full; (vi) the terms of all alterations, modifications and amendments to the Leases are reflected in the certified occupancy statement delivered to and approved by Lender; (vii) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated; (viii) none of the Rents have been collected for more than one (1) month in advance (except a security deposit shall not be deemed rent collected in advance); (ix) the premises demised under the Leases have been completed and the applicable tenant named therein with respect tenants under the Leases have accepted the same and have taken possession of the same on a rent-paying basis; (x) there exist no offsets or defenses to the applicable leasehold interest. Except as payment of any portion of the Rents and Borrower has no monetary obligation to any tenant under any Lease; (xi) Borrower has received no notice from any tenant challenging the validity or enforceability of any Lease; (xii) there are no agreements with the tenants under the Leases other than expressly set forth in each Lease; (xiii) the Delinquency Report, to Sellers’ Knowledge as of Leases are valid and enforceable against Borrower and the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as tenants set forth on Schedule 3.2(c)(itherein; (xiv) attached hereto, all tenant improvements and other construction work no Lease contains an option to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase optionpurchase, right of first refusalrefusal to purchase or any other similar provision; (xv) no person or entity has any possessory interest in, or right to occupy, the Property except under and pursuant to a Lease; (xvi) each Lease is subordinate to this Security Instrument, either pursuant to its terms or a recordable subordination agreement; (xvii) no Lease has the benefit of first offera non-disturbance agreement that would be considered unacceptable to prudent institutional lenders, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants xviii) all security deposits relating to the Lease Options referenced in Section 14.28 below, relating Leases reflected on the certified rent roll delivered to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease Lender have been collected by Borrower; and (iixix) to Sellers’ Knowledge, there exists no default by brokerage commissions or finders fees are due and payable regarding any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto.

Leases. Such Seller has made available Except as disclosed in the estoppel certificates delivered to the Buyer Administrative Agent prior to the leasesClosing Date, licenses and occupancy agreements in that certain Xxxxxxx, Xxxxxx & Company Delinquency/Aging Report (including all amendmentsSummarized) dated 7/20/2005 provided to the Administrative Agent prior to the Closing Date, modifications and supplements theretoor (as to items (2) through (10) below) the rent rolls for each Project attached hereto as Schedule 7.22, with respect to the Properties Leases (which term, for the purposes of this Section 7.22 is limited to tenant leases): (1) the rent rolls attached hereto as described on Schedule 3.2(c7.22 are true, correct and complete and the Leases referred to thereon are all valid and in full force and effect; (2) attached hereto. There the Leases (including Modifications thereto) are in writing, and there are no leasesoral agreements with respect thereto; (3) the copies of each of the Leases (if any) delivered to the Administrative Agent are true, subleasescorrect and complete in all material respects and have not been Modified (or further Modified); (4) the lease summaries delivered to the Administrative Agent are true and correct in all material respects and, licenses as to all matters contained therein relating to rent, term, termination rights, options to renew, extend or expand, rights of first refusal or offer, tenant improvement allowances, security deposits and other credit enhancements, insurance, tax and operating expense recovery, and obligations with respect to subordination, non-disturbance and attornment, complete in all material respects, and such summaries do not fail to disclose any material term of any Lease which would materially impact the obligation of the tenant thereunder to pay rent or perform any of its other material obligations for the entire term thereof as disclosed in such summary and the rent rolls attached hereto as Schedule 7.22; (5) to the Borrower’s knowledge, no defaults exist under any of the Leases (other than the Major Leases) by any party (including any guarantor) thereto that, individually or in the aggregate with respect to all such defaults would result in a Material Adverse Effect and, to the knowledge of the Borrower, no material default exists under any of the Major Leases; (6) the Borrower has no knowledge of any presently effective notice of termination or notice of default given by any tenant with respect to any Major Lease or under any other Leases that individually or in the aggregate could be reasonably expected to result in a Material Adverse Effect; (7) the Borrower has not made any presently effective assignment or pledge of any of the Leases, the rents or any interests therein except to the Administrative Agent; (8) no tenant or other occupancy agreements party has an option or right of first refusal to which such Seller is a party for purchase all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(cany Project; (9) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto lease summaries delivered by the Borrower to the Administrative Agent, no tenant has the right to terminate its lease prior to expiration of the stated term of such Lease (except as a result of a casualty or stated on Schedule 3.2(n) attached hereto, condemnation); and (ii10) contain the entire agreement between the relevant landlord no tenant has prepaid more than one month’s rent in advance (except for bona fide security deposits and the applicable tenant named therein with respect estimated payments of operating expenses, taxes and other pass-throughs paid by tenants pursuant to their Leases not prepaid more than one month prior to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent such estimated payments are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”due), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto.

Leases. Such Seller has The LLC holds the lessor’s interest under all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the Property (the “Leases”). A true and complete copy of all Leases have been made available to the Buyer Acquirer, together with copies of all of the leasesfollowing: (i) Lease files with histories, licenses (ii) a rent roll certified as true, correct and occupancy agreements (including complete by the Managing Member to Acquirer along with schedules reflecting any prepaid rents, rent concessions, security deposits, and nonrefundable fees and reports detailing any existing delinquencies in the payment of rentals, or defaults of any of the other terms or conditions under any of the Leases. To the Managing Member’s knowledge, all amendmentsof such Leases are in full force and effect, modifications except as indicated otherwise in Section 2.3(g) of the Disclosure Schedule, the LLC, as lessor under such Leases, has not received any notice and supplements theretohas no knowledge that it is in default of any of its obligations under such Leases beyond any applicable grace period which has not been cured; to the Managing Member’s knowledge, except as set forth in Section 2.3(g) of the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller Property; rent is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect being billed to the applicable leasehold interest. Except tenants in accordance with the Leases; no tenant is entitled to “free” rent, 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 foregoing, except as set forth in the Delinquency Report, to Sellers’ Knowledge as Section 2.3(g) of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller Disclosure Schedule; the Managing Member has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are received no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists has no default by knowledge that any tenant under any such Lease. Such Seller has not received Lease contests any Lease Termination Payments as of the date hereofrent or other charges billed to it, except as set forth in Section 2.3(g) of the Disclosure Schedule; no assignment of the LLC’s rights under any Lease is in effect on the date hereof other than collateral assignments to secure mortgage indebtedness; and, except as set forth in Section 2.3(g) of the Disclosure Schedule 3.2(c)(iii) attached heretowith respect to any Leases entered into by LLC, 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 Managing Member’s knowledge, all material obligations of the lessors under the Leases that have accrued to the date hereof have been performed or satisfied.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on in Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto). Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on in Schedule 3.2(n) attached hereto3.2(v), and (ii) contain the entire agreement between the relevant landlord and the applicable tenant tenants named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to the Knowledge of Sellers’ Knowledge as of the date of this Agreement, Fixed Rent fixed rent and Additional Rent additional rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto), all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter offer or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 14.29 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached heretoProperty. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ KnowledgeSeller’s Knowledge and except as set forth in the Delinquency Report, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of from December 11, 2014 through the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto).

Leases. Such The Rent Roll and Delinquency Report provided to Buyer pursuant to Section 4, as updated pursuant to Section 6.3.5, are true, correct, and complete as of the date prepared. Seller has made available or will, pursuant to Section 4, deliver to Buyer true, accurate and complete copies of all of the Leases and, to the Buyer the leasesbest of Seller’s knowledge, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There there are no leases, subleases, licenses licenses, occupancies or other occupancy agreements tenancies in effect pertaining to which such Seller is a party for all or any portion of such the Property, and no persons, tenants or entities occupy space in the Property, except as stated on the most current Rent Roll. To the best of Seller’s Propertyknowledge, other than there are no rights to renew, extend or terminate the Leases or expand any Lease premises, except as shown in the Rent Roll, the Leases and the Due Diligence Items. To the best of Seller’s knowledge and except as expressly set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto Leases and Due Diligence Items, no brokerage commission or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein similar fee is due or unpaid by Seller with respect to any Lease, and there are no written or oral agreements that will obligate Buyer, as Seller’s assignee, to pay any such commission or fee under any Lease or extension, expansion or renewal thereof. To the applicable leasehold interestbest of Seller’s knowledge, neither Seller nor any Tenant is in material default under its Lease. To the best of Seller’s knowledge, Seller is in full compliance with all of the landlord’s obligations under the Leases. Except as set forth in the Delinquency ReportLeases and Due Diligence Items, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available no obligation to any Tenant under the Buyer true and complete copies of the Leases, as applicableLeases to further improve such Tenant’s premises or to grant or allow any rent or other concessions. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and No rent or other construction work to be performed by such Seller under such Leases payments have been completed. There collected in advance for more than one (1) month and no rents or other deposits are no tenant inducement costs with respect to the Leases of such held by Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to security deposits described on the purchase of all or a portion of such Seller’s Property Rent Roll and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in rent for the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretocurrent month.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to To Borrower’s Actual Knowledge. the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements not subject to which such Seller is a party for all or any portion of such Seller’s Property, Leases other than the Leases set forth on described in Schedule 3.2(c) 4.1.25 attached heretohereto and made a part hereof. Such Leases (i) have not been amended, supplemented or otherwise modified except Except as disclosed in the documents referenced rent roll and arrearages report for each Individual Property delivered to and approved by Lender, in the tenant estoppel letters delivered to Lender on or prior to the Closing Date, or in Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached 4.1.25 annexed hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, (i) Mortgage Borrower is the sole owner of the entire lessor’s interest in the Leases; (ii) to Borrower’s Actual Knowledge, the Leases are valid and enforceable and in full force and effect; (iii) to Borrower’s Actual Knowledge, all of the Leases are arms-length agreements with bona fide, independent third parties; (iv) to Borrower’s Actual Knowledge, no party under any Lease is in default in the performance of any of such party’s material obligations under such Lease beyond the expiration of any applicable grace or cure period; (v) to Borrower’s Actual Knowledge, all Rents due under any of the Leases have been paid in full; (vi) to Borrower’s Actual Knowledge, Borrower has delivered or made available to Lender true and correct copies of all Major Leases including all amendments and modifications thereto; (vii) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated by Mortgage Borrower in favor of any party other than Mortgage Lender; (viii) none of the Rents have been collected by Mortgage Borrower or Manager for more than one (1) month in advance (except that a security deposit or prepayment of first month’s and last month’s rent shall not be deemed rent collected in advance); (ix) to Borrower’s Actual Knowledge, the premises demised under the Leases have been completed (other than with respect to tenant improvements that remain outstanding and for which Mortgage Lender has reserved funds under the Mortgage Loan Documents) and the tenants under the Leases have accepted the same and have taken possession of the same on a rent-paying basis; (x) no tenant under any of the Leases has asserted in writing to Borrower, Mortgage Borrower or Manager any offset or defense to the payment of any portion of the Rents; (xi) neither Borrower nor Mortgage Borrower has received written notice from any tenant challenging the validity or enforceability of any Lease; (xii) to Borrower’s Actual Knowledge, there are no agreements with the tenants under the Leases other than as expressly set forth in each Lease; (xiii) to Borrower’s Actual Knowledge, the Leases are valid and enforceable against Mortgage Borrower and the tenants thereunder, subject to applicable bankruptcy, insolvency, reorganization and other laws affecting creditor’s rights generally, to moratorium laws from time to time in effect and to general principles of equity (regardless of whether such enforceability is considered in an action or proceeding in equity or at law); (xiv) to Borrower’s Actual Knowledge, no Lease contains an option to purchase, right of first refusal to purchase, or any other similar provision; (xv) to Borrower’s Actual Knowledge, no person or entity has any possessory interest in, or right to occupy, any Individual Property except under and pursuant to a Lease; (xvi) Borrower does not have Actual Knowledge of any currently effective unrecorded non-disturbance agreement in favor of any Tenant under a Major Lease that would be considered unacceptable to prudent institutional lenders; (xvii) all security deposits relating to the Leases reflected on Schedule 3.2(c)(iiithe certified rent roll delivered to Lender by Borrower are being held by Mortgage Borrower; and (xviii) attached heretoto Borrower’s Actual Knowledge, no brokerage commissions or finders fees are due and payable regarding any Lease (other than those for which Mortgage Lender has reserved funds under the Mortgage Loan Documents).

Leases. Such (i) Seller has made available to the Buyer the leasestrue, licenses and occupancy agreements (including all amendmentscorrect, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of all of the LeasesLeases and the Guaranties, as applicable. Except as set forth on Schedule 3.2(c)(i) attached heretotogether with any and all modifications, amendments and supplements to any or all of the Leases and the Guaranties, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs in accordance with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof Lease List, (ii) except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to disclosed on the Lease Options referenced List or specifically made known to Buyer, in Section 14.28 belowwriting, relating Seller is not a party to the purchase any agreement, of all any nature, granting to any third party any possessory interest, of any nature, in or a to any portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto any or in the Delinquency Report, as all of the date of this AgreementBuildings, (iiii) such Seller has not received any no written notice from any tenant under a Lease Tenants claiming landlord that Seller is currently in default in its obligations as landlord under such Lease any of the Leases which has not been cured except as may be disclosed in a Tenant Estoppel Certificate; (iv) no Tenant is in default in any material monetary obligation under its Lease, except as expressly disclosed to Buyer in the A/R Report, as defined below, or in any of the Seller’s Deliveries; and (iiv) Seller has delivered to Sellers’ KnowledgeBuyer that certain accounts receivable report, there exists no default prepared by Seller and dated as of August 15, 2005, which report summarizes all outstanding accounts receivable owed to Seller by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments and all Tenants as of the date hereofthereof (the “A/R Report”). The A/R Report is accurate, except as set forth on Schedule 3.2(c)(iiitrue and complete in all material respects. Prior to Closing, Seller shall deliver to Buyer an updated A/R Report prepared no earlier than five (5) attached heretodays prior to Closing. Seller hereby covenants and agrees with Buyer that, from and after the Effective Date, Seller shall deliver to Buyer (promptly after Seller’s transmission to the Tenant in question) any and all default notices that Seller sends to any and all of the Tenants with respect to alleged monetary and nonmonetary defaults under their Leases.

Leases. Such Seller has The Entity holds the lessor's interest under all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the Property (the "Leases"). A true and complete copy of all Leases have been made available to the Buyer Acquirer; to the leasesContributors' knowledge, licenses such Leases are in full force and occupancy agreements (including all amendmentseffect, modifications and supplements theretoexcept as indicated otherwise in Section 2.2(k) the Disclosure Schedule, the Entity, 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 the Contributors' knowledge, except as set forth in Section 2.2(k) of the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller Entity; rent is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect being billed to the applicable leasehold interest. Except tenants in accordance with the Leases; no tenant is entitled to "free" rent, 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 foregoing, except as set forth in the Delinquency Report, to Sellers’ Knowledge as Section 2.2(k) of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller Disclosure Schedule; the Entity has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are received no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by that any tenant under any such Lease. Such Seller has not received Lease contests any Lease Termination Payments as of the date hereofrent or other charges billed to it, except as set forth in Section 2.2(k) of the Disclosure Schedule; no assignment of the Entity's rights under any Lease is in effect on the date hereof other than collateral assignments to secure mortgage indebtedness; and, except as set forth in Section 2.2(k) of the Disclosure Schedule 3.2(c)(iii) attached heretowith respect to any Leases entered into by the Entity, 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, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied.

Leases. Such Seller The Borrower has made available delivered to the Buyer Agent (i) true copies of the leasesforms of the Leases used by the Borrower at the Collateral Property as of the date hereof and (ii) true, licenses correct and occupancy complete copies of the Leases and any amendments or other agreements (including all amendments, modifications thereto relating to the Collateral Property as of the date of inclusion of the Collateral Property in the Collateral. An accurate and supplements thereto) complete Rent Roll and summary thereof in a form reasonably satisfactory to the Agent as of the date of inclusion of the Collateral Property in the Collateral with respect to all Leases of any portion of the Properties Collateral Property has been provided to the Agent. The Leases reflected on such Rent Roll constitute as described on Schedule 3.2(c) attached heretoof the date thereof the sole agreements and understandings relating to leasing or licensing of space at the Collateral Property and in the Building relating thereto. Each of the Leases was entered into as the result of arms-length negotiation and has not been modified, changed, altered, assigned, supplemented or amended in any respect, except as set forth in a separate written certification delivered to Agent prior to the acceptance of such Collateral Property as Collateral, and 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, lease buy-outs or reduced or altered rent as a result of the operation of any co-tenancy or similar clause, except as set forth in a separate written certification delivered to Agent prior to the acceptance of such Collateral Property as Collateral. There are no leasesoccupancies, subleasesrights, privileges or licenses in or other occupancy agreements to which such Seller is a party for all the Collateral Property or any portion of such Seller’s Property, thereof other than pursuant to the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed reflected in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect Rent Rolls previously furnished to the applicable leasehold interestAgent for the Collateral Property. Except as set forth in a separate written certification delivered to Agent prior to the Delinquency Reportacceptance of such Collateral Property as Collateral, to Sellers’ Knowledge as of (a) the date of this AgreementLeases reflected in the Rent Roll are in full force and effect in accordance with their respective terms, Fixed Rent and Additional Rent without any payment default or any other material default thereunder, nor are currently being collected under such Leases without offsetthere any defenses, counterclaim counterclaims, offsets, concessions or deduction. Such Seller has made rebates available to any tenant thereunder, and neither the Buyer true and complete copies Borrower, the Guarantors nor any of their respective Subsidiaries 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 (b) no tenant under any Lease has a currently effective right to terminate its Lease as applicablea result of the operation of any co-tenancy or similar clause. Except The separate written certification delivered to Agent prior to the acceptance of such Collateral Property as set Collateral accurately and completely sets forth on Schedule 3.2(c)(i) attached heretoall rents payable by and security, all if any, deposited by tenants, no tenant having paid more than one month’s rent in advance. All tenant improvements and other construction or work to be performed done for tenants on the Rent Roll, furnished or paid for by such Seller under such Leases have the Borrower, the Guarantors or any of their respective Subsidiaries, or credited or allowed to a tenant, for, or in connection with, the Building pursuant to any Lease has been completed. There are no tenant inducement costs with respect completed and paid for or provided for in a manner satisfactory to the Leases of such Seller’s Transferred Assets or any renewal thereof Agent except as may be set forth in the Leasesseparate written certification delivered to Agent prior to the acceptance of such Collateral Property as Collateral. No party has material leasing, brokerage or like commissions, fees or payments are due from the Borrower, the Guarantors or any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced their respective Subsidiaries in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as respect of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, Leases except as set forth on Schedule 3.2(c)(iii) attached heretoin the separate written certification delivered to Agent prior to the acceptance of such Collateral Property as Collateral.

Leases. Such Seller holds a valid and enforceable leasehold interest in the leased Real Property. Other than the Leased Real Property, Seller does not have any right, title or interest in or to any real property, whether owned or leased. Other than the Leased Personal Property, Seller does not have any leasehold interest in or to any personal property. Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer previously delivered true and complete copies of all Leases to Purchaser. The Leases are in full force and effect, are binding and enforceable against each of the Leases, as applicableparties thereto in accordance with their respective terms. Except as set forth on the attached Schedule 3.2(c)(i) attached hereto5.5, Seller has complied in all tenant improvements material respects with the provisions of each Lease, Seller is not in default under any such Lease, and other construction work no party to be performed by any such Seller under such Leases have been completed. There are no tenant inducement costs with Lease has failed to comply in any material respect to with, or is in default under, the Leases provisions of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the LeasesLease. No party to any Lease has advised the other party that it has repudiated any purchase optionof the Lease’s provisions; Seller has not assigned, right transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any Lease; and all facilities leased or subleased under any Real Property Lease are supplied with utilities and other services necessary for the operation of first refusal, right of first offer, right of reverter such facilities. No property insurer or similar right body has made any recommendations to Seller regarding facilities leased or subleased under such Leases (collectivelyany Real Property Lease which has not been complied with. Seller has received no notice that the Business is in violation, “Lease Options”)which violation has not been cured, except those Tenants relating to the Lease Options referenced in Section 14.28 belowof local building codes, relating to the purchase of all ordinances or a portion of such Seller’s Property zoning laws, and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such which currently remains uncured that indicates that Seller has not received failed to obtain any Lease Termination Payments as license, permit, approval, certificate or other authorizations required by applicable statutes, laws, ordinances or regulations for the use and occupancy of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoLeased Real Property.

Leases. Such Attached hereto as Exhibit “D” is a complete list setting forth all leases in effect relating to the Property and all modifications and amendments to such leases (such leases, as modified and amended, being herein collectively referred to as the “Leases” or individually as “Lease”). Seller has made available delivered to the Buyer the leases, licenses Purchaser complete and occupancy agreements (including accurate copies of all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, Seller is the “landlord” under all tenant improvements of the Leases and owns unencumbered legal and beneficial title to all of the Leases and the rents and other construction work income thereunder, subject only to the collateral assignment of the Leases and rents thereunder in favor of the holder of an existing mortgage or deed of trust encumbering the Property, which mortgage or deed of trust shall be performed cancelled and satisfied by such Seller at the Closing. The lessees or tenants identified in the Leases are hereinafter collectively referred to as “Tenants” or individually as “Tenant”. To the best of Seller’s knowledge, there are no existing or uncured defaults by any Tenant or Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party Tenant has any purchase option, right of first refusal, right of first offer, right of reverter or similar right prepaid rent for more than the current month under such Leases Tenant’s Lease, or is entitled to any special work (collectively, “Lease Options”)not yet performed) or consideration (not yet given) in connection with its tenancy, except those Tenants for a tenant improvement allowance of $617,380 owed to BFS (the “BFS Allowance”) and any improvements or allowances in connection with BFS’ election to expand its premises. All commissions currently due and payable under, relating to, or as a result of the Leases have been cashed-out and paid and satisfied in full by Seller or by Seller’s predecessor in title to the Property, and no further commissions shall be due or payable as a result of any Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as any extension of the date term of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as or any expansion of the date hereof, space leased thereunder pursuant to any option contained in any Lease except as set forth disclosed on Schedule 3.2(c)(iii) attached heretoExhibit “E”.

Leases. Such Seller has The Company holds the lessor's interest under all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the Property (the "Leases"). A true and complete copy of all Leases have been made available to the Buyer Acquirer; to the leasesOwners' knowledge, licenses such Leases are in full force and occupancy agreements (including all amendmentseffect, modifications and supplements theretoexcept as indicated otherwise in Section 2.2(j) the Disclosure Schedule, the Company, 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 the Owners' knowledge, except as set forth in Section 2.2(j) of the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller Company; rent is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect being billed to the applicable leasehold interest. Except tenants in accordance with the Leases; no tenant is entitled to "free" rent, 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 foregoing, except as set forth in the Delinquency Report, to Sellers’ Knowledge as Section 2.2(j) of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller Disclosure Schedule; the Company has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are received no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by that any tenant under any such Lease. Such Seller has not received Lease contests any Lease Termination Payments as of the date hereofrent or other charges billed to it, except as set forth in Section 2.2(j) of the Disclosure Schedule; no assignment of the Company's rights under any Lease is in effect on the date hereof other than collateral assignments to secure mortgage indebtedness; and, except as set forth in Section 2.2(j) of the Disclosure Schedule 3.2(c)(iii) attached heretowith respect to any Leases entered into by the Company, 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 Owners' knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied.

Leases. Such Seller has made available to Exhibit B contains a complete list of the Buyer the leasesLeases, licenses and occupancy agreements (including all amendments, guarantees thereof and security deposits, if in the form of a financial instrument (e.g. letter of credit) which, together with the Land Lease and the Building Lease constitute the only material Third Party Leases, or license or other written agreement for the use or occupancy of the Property to which Seller is a party and which will be binding on Purchaser following Closing, except to the extent of any terminations or modifications of the Leases entered into or occurring after the date hereof and supplements theretoexcept for any new leases or agreements entered into after the date hereof (all of which must be consented to in writing by the Purchaser). Attached hereto as Exhibit B is a rent roll in regard to the Leases (the “Rent Roll”). Additionally, as of the date hereof, in regard to the Leases, Seller represents that (i) neither Seller, nor to the best of Seller’s knowledge, any tenant is in default under any of the Leases; (ii) all payments of rent are current unless otherwise noted as set forth on the statements attached hereto as Exhibit C; (iii) the tenants have not paid rent more than one (1) month in advance; (iv) to the best of Seller’s knowledge, the Leases are in full force and effect; (v) to the best of Seller’s knowledge, Seller, has to date discharged all of its material obligations pursuant to the Leases and has not undertaken any construction obligation with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than as contained in the Leases, which will be binding upon Purchaser; (vi) Seller has no obligation to make any payment to the tenants pursuant to the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases or any other agreement (i) have not been amended, supplemented or otherwise modified except non-delinquent customary reconciliations as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect required pursuant to the applicable leasehold interest. Except Lease not yet due and payable); (vii) to the best of Seller’s knowledge the tenants have no offsets, or right to make deduction against rent and/or additional rent other than as set forth in the Delinquency ReportLeases or by law; (viii) the tenants do not have any option, to Sellers’ Knowledge as right of the date first offer, right of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets first refusal or any renewal thereof other agreement to acquire the Property or any interest therein or any interest in Seller, except as may be set forth in the Leases. No party ; (ix) Seller has any purchase optioneither delivered or made available to Purchaser or its representatives, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto files containing correspondence from the tenants in Seller’s possession, custody or in the Delinquency Report, as of the date of this Agreementcontrol, (ix) such there are no subleases entered into by third-party tenants presently encumbering the Property to which Seller has not consented or of which Seller has received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereoftenants, except as set forth on Schedule 3.2(c)(iiiExhibit B, (xi) attached heretothere are no unpaid outstanding leasing commissions currently due by Seller with respect to the Leases, (xii) all tenant improvement allowances, if any, payable by Seller with respect to the Leases have been paid to the tenants and (xiii) all tenant improvement work required under the Leases to be performed by Seller to date, if any, has been performed. As of the date hereof, copies of the Leases delivered to Purchaser by Seller are true and complete copies of such Leases. As of the date hereof, the information on the Rent Roll is true and correct in all material respects.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or affecting any portion of such Seller’s Property, other than its Property on the date hereof except for the Space Leases listed in the rent roll annexed hereto as Exhibit 11.3 and made a part hereof. The Space Leases described in Exhibit 11.3 comprise all the Space Leases presently existing and each is in full force and effect; no Space Lease has been modified or supplemented in any material respect except (if at all) as set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified Exhibit 11.3; except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth on Exhibit 11.3, no Rent has been paid more than one month in advance by any tenant, and no tenant is entitled to any "free rent" period, defense, credit, allowance or offset against Rent; the Delinquency Reportinformation set forth in Exhibit 11.3 is true, to Sellers’ Knowledge as correct and complete in all material respects. To Seller Parties' knowledge, there is no material default of either landlord or tenant under any of the date of this AgreementSpace Leases, Fixed Rent and Additional Rent except as set forth on Exhibit 11.3. There are currently being collected under such Leases without offset, counterclaim no persons or deduction. Such Seller has made available entities entitled to the Buyer true and complete copies possession of the Leases, as applicableProperty other than those listed on Exhibit 11.3. Except as set forth on Schedule 3.2(c)(iExhibit 11.3, no work or installations is required of Seller Parties except as specified (if at all) attached heretoin the Space Leases, and in any case Seller Parties have fully completed all tenant improvements and other construction work specified in any Space Lease to be performed by such the responsibility of the landlord and has paid all tenant construction allowances. Seller under such Leases Parties have been completed. There are no tenant inducement costs obligations with respect to the Leases of such Seller’s Transferred Assets contributing for or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter paying dues or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating charges to the Lease Options referenced in Section 14.28 below, relating to the purchase of all a shopping center merchant's association or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretomarketing fund.

Leases. Such Seller has made available to the Buyer the Schedule 3.3(c)(i) attached hereto sets forth a true, correct and complete list of all leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, the Properties other than the Short Term Leases set forth on Schedule 3.2(c) attached hereto(collectively, the “Leases”), which includes the name of each Tenant. Such Leases (i) constitute all of the leases relating to the Properties (other than the Short Term Leases) under which one of the Owner Entities is the holder of the landlord’s interest, (ii) have not been amended, supplemented or otherwise modified except as disclosed stated in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto3.3(c)(i), and (iiiii) contain the entire agreement between the relevant landlord applicable Owner Entity and the applicable tenant tenants named therein with respect to the applicable leasehold interesttherein. Except as set forth in the Delinquency Report, to Sellers’ Knowledge (A) fixed rent, additional rent, percentage rent, overage rent and all other rental obligations, as of the date of this Agreementapplicable, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction, and (B) no rent payable thereunder has been paid more than 30 days in advance. Such Seller has made available to the Buyer true True and complete copies of the Leases, as applicableLeases have been delivered (or made available) to Buyer. Except as set forth on Schedule 3.2(c)(i) attached hereto3.3(c)(ii), all tenant improvements and other construction work to be performed by such the Companies or Seller under such Leases have has been completed. There Except as set forth on Schedule 3.3(c)(ii), there are no tenant inducement costs with respect to the such Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leaseswhich have not been paid. No party has any purchase option, right of first refusal, right of first offer, right of reverter offer or similar right or option under such Leases in connection with all or any portion of any Property (collectively, “Lease Options”), except those Tenants as set forth on Schedule 3.3(c)(iii) and other than as it relates to any right of first refusal, option or right of first offer relating to the Lease Options referenced in Section 14.28 below, relating leasing other portions of a Property pursuant to the purchase of all or a portion terms of such Sellertenant’s Property and listed on Schedule B attached heretoLease. Except as it relates to such tenants identified in the Delinquency Report, neither Seller nor any Owner Entity has given or received any written notice of any breach or default under any Lease which has not been cured. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge3.3(c)(iv), there exists no default or event which, with the giving of notice or passage of time, or both, would constitute a default by any tenant the applicable Owner Entity, as landlord under any such the relevant Lease, or to the Seller’s Knowledge with respect to the applicable Tenant. Such Seller has not received any Lease Termination Payments Attached hereto as Schedule 3.3(c)(v) is a true, correct and complete rent roll with respect to the Leases at the Properties. Except as set forth on Schedule 3.3(c)(vi), there are no pending rent audits as of the date hereof, except . Schedule 3.3(c)(vii) sets forth all outstanding Leasing Costs as set forth on Schedule 3.2(c)(iii) attached heretoof the date hereof payable by Seller or the Owner Entities related to any of the Leases.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as As of the date of this AgreementAgreement there are no Residency Agreements or other Leases other than those described on the Rent Roll. The Rent Roll is true, Fixed Rent accurate and Additional Rent are currently being collected under such Leases without offsetcomplete in all material respects as of the date hereof, counterclaim or deduction. Such Seller has made available to the Buyer true and true, accurate and complete copies of the Leases, as applicableResidency Agreements and all guaranties and other documents relating thereto have been made available to Buyer. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be otherwise specifically set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases Rent Roll: (collectively, “Lease Options”), except those Tenants relating a) to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property knowledge, the Leases are in full force and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(iieffect and none of them has been modified, amended or extended; 20 (b) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not sent written notice to any Resident or Tenant of the Community under a Lease, or received any written notice from any tenant under a Lease such Resident or Tenant, claiming landlord that such Resident or Tenant, or Seller, as the case may be, is in default, which default in its obligations as landlord under such Lease and remains uncured; (iic) to Sellers’ Knowledge, there exists are no default by any tenant Security Deposits or other deposits under any such Lease. Such Seller has not received Leases other than those set forth in the Rent Roll; (d) no leasing commission shall be due for any Lease Termination Payments as of period subsequent to the date hereofClosing other than for lease extensions, expansions or renewals exercised after the Closing, which commissions shall be paid by Buyer; (e) except as set forth on Schedule 3.2(c)(iiithe Rent Roll: (i) attached hereto.no Resident has paid any rent for more than one (1) month in advance; (ii) no Resident has any right of first refusal, option or other preferential right to purchase the Property or any portion thereof or any interest therein; and (iii) Seller has not received written notice that there are any subtenants of any Resident under any Residency Agreement; and (f) all conditions to be satisfied by Seller under the Leases have been completed, including, but not limited to, completion of any tenant improvement work or other improvements under the Leases, in accordance with applicable plans and specifications and within the time periods set forth in the Leases; and payment of any unreimbursed expenses including, but not limited to, capital expense reimbursements. 7.1.12

Leases. Such (a) Seller has made available owns all interests of the tenant under the lease (the "Conveyed Lease") dated as of December 1, 1997 between the Seller and REGENCY FOREST, LLC with respect to the Buyer premises known as REGENCY FOREST I (the leases"Conveyed Leased Premises") free of Encumbrances and has not assigned such interests or any portion thereof or sublet all or any portion of the Conveyed Leased Premises. True, licenses correct and occupancy agreements (including complete copies of the Conveyed Lease, and all amendments, modifications and supplements thereto) supplemental agreements thereto (including without limitation all subordination, non-disturbance and attornment agreements and agreements confirming the date of commencement or expiration of the term of such Conveyed Lease), have been made available to the Buyer. The Conveyed Lease is in full force and effect, is binding and enforceable against the Seller and, to the Seller's knowledge, the lessor thereto in accordance with its terms and has not been modified or amended since the date of delivery to the Buyer. No party to the Conveyed Lease has sent written notice to the other claiming that such party is in default thereunder, which remains uncured. To the Seller's knowledge, there has not occurred any event which would constitute a material breach of or material default by Seller in the performance of any covenant, agreement or condition contained in the Conveyed Lease, nor has there occurred any event which, with the passage of time or the giving of notice or both, would constitute such a material breach or default. The Seller is not obligated to pay any leasing or brokerage commission relating to the Conveyed Lease and, there are no obligations of the Seller to pay any leasing or brokerage commission upon the renewal of the Conveyed Lease. No construction, alteration or other leasehold improvement work with respect to the Properties as described on Schedule 3.2(c) attached heretoConveyed Lease remains to be paid for or to be performed. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached heretoThe Division Balance Sheet contains, and (ii) contain the entire agreement between Net Transferred Assets will provide for adequate reserves to provide for the relevant landlord and restoration of the applicable tenant named therein with respect properties subject to the applicable leasehold interest. Except as set forth in Conveyed Lease at the Delinquency Reportend of its term, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to extent required by the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Conveyed Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto.

Leases. Such 2.1 The Seller has made available shall assign, and the Purchaser shall assume, the leases on three Stores on the same terms and conditions as the current leases ("Leases") which are annexed hereto as Exhibit 2.1, Purchaser shall lease the Columbia, Mississippi, Store from the Seller pursuant to the Buyer Columbia Store Lease. If the leasesSeller is not released from all monetary and non-monetary obligations and covenants under each of the Leases prior to or at the Closing, licenses then the Purchaser shall defend and occupancy agreements (including all amendments, modifications and supplements thereto) indemnify the Seller with respect to each such non-released obligation which accrues or occurs on or after the Properties date of the Closing. In the event that Seller cannot obtain any consent, then to the extent only that Seller has the contractual right to sublet the Store without the consent of the landlord, Purchaser shall have a right to sub-lease this Store from Seller on the exact same terms and conditions as described on Schedule 3.2(c) attached heretocontained in the Lease, including, but not limited to, the amount of rental payment and the right to any options to renew the Lease or purchase any premises. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is If the Purchaser does not obtain the consent of a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases landlord (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, to assign and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect transfer a Lease to the applicable leasehold interest. Except as set forth in the Delinquency ReportSeller, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledgesublease such Store to the Purchaser as contemplated by this Section 2.1, there exists no default by any tenant under any then Seller and Purchaser shall execute an operating agreement for such Store ("Store Operating Agreement") which shall provide that the Purchaser (i) shall purchase from the Seller all Assets related to such Store, except Seller's interest in such Lease. Such , (ii) shall operate, manage and maintain such Store during the entire lease term of such Lease, (iii) shall not require the Seller has not received to extend or renew the lease term of such Lease, but Seller consents to Purchaser negotiating its own lease for such Store at any Lease Termination Payments as time during such lease term, provided Seller is released from all monetary and non-monetary obligations and covenants under the Lease, and (iv) at least -five business days prior to any payment due date of Seller, shall promptly pay to Seller all amounts payable by Seller to the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretolandlord under or pursuant to the Lease.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c2.8(a) attached hereto. There are no leaseshereto sets forth a true, subleasescorrect and complete list as of the date hereof of all leases of real estate, licenses or other occupancy agreements identifying separately each ground lease, to which such the Seller is a party for all as lessee or any portion of such Seller’s Property, other than tenant or which the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed Seller uses in the documents referenced on operations of the Business. Schedule 3.2(c2.8(b) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set sets forth in the Delinquency Report, to Sellers’ Knowledge as a list of the date all leases of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to real estate which the Buyer true will assume pursuant to this Agreement (the "Leases"). True, correct and complete copies of the Leases, and all amendments, modifications and supplemental agreements thereto, have previously been delivered by the Seller to the Buyer. The Leases are in full force and effect, are binding and enforceable against each of the parties thereto in accordance with their respective terms and, except as applicableset forth on Schedule 2.8(b) attached hereto, have not been modified or amended since the date of delivery to the Buyer. No party to any Lease has sent written notice to the other claiming that such party is in default thereunder, which default remains uncured. Except as set forth on Schedule 3.2(c)(i2.8(b) attached hereto, all tenant improvements there has not occurred any event which would constitute a material breach of or material default in the performance of any material covenant, agreement or condition contained in any Lease by either party thereto, nor has there occurred any event which with the passage of time or the giving of notice or both would constitute such a material breach or material default. The Seller is not obligated to pay any leasing or brokerage commission relating to any Lease and will not have any enforceable obligation to pay any leasing or brokerage commission upon the renewal or extension of any Lease. No material construction, alteration or other construction leasehold improvement work with respect to any of the Leases remains to be paid for or to be performed by such any party under any Lease. Seller under such Leases have been completed. There are no tenant inducement costs with respect has fulfilled all material obligations required pursuant to the Leases to have been performed by Seller. None of such Seller’s Transferred Assets or the Leases imposes any renewal thereof except restrictions that would materially interfere with the continued operation of the business as may be set forth in currently conducted on any of the properties that are the subject of the Leases. No party has any purchase optionThere is no pending or, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as best of the date of this AgreementSelling Parties' knowledge, (i) such Seller has not received threatened eminent domain taking or condemnation that will or may affect any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoproperties that are the subject of the Leases.

Leases. Such Seller To Borrower’s and Operating Lessee’s knowledge, the Properties are not subject to any Material Leases other than the Material Leases described in the rent roll attached hereto as Schedule 4.1.26 and made a part hereof, which rent roll, to Borrower’s and Operating Lessee’s knowledge, is true, complete and accurate in all material respects as of the Closing Date. With respect to each Individual Property, Operating Lessee is the owner and lessor of landlord’s interest in the applicable Leases. To Borrower’s and Operating Lessee’s knowledge, (i) with the exception of hotel guests and patrons and certain telecommunication and antenna licenses, no Person has made available any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the Buyer provisions of the leasesLeases, licenses (ii) the current Material Leases are in full force and occupancy agreements effect and neither Borrower nor Operating Lessee has received or delivered written notice that either party is in default under a Material Lease except for (including all amendmentsA) defaults which have been cured and (B) defaults that do not, modifications and supplements theretoin the aggregate for any Individual Property, have a materially adverse effect. No Rent has been paid more than one (1) month in advance of its due date (except with respect to provision of rooms and banquet and meeting space and services in the Properties as described ordinary course of business). To Borrower’s and Operating Lessee’s knowledge, no Tenant listed on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses 4.1.26 has assigned its Lease or other occupancy agreements to which such Seller is a party for sublet all or any portion of the premises demised thereby, no such Seller’s PropertyTenant holds its leased premises under assignment or sublease, other than the Leases set forth on Schedule 3.2(c) attached heretonor does anyone except such Tenant and its employees occupy such leased premises. Such Leases (i) have not been amended, supplemented No Tenant under any Lease has a right or option pursuant to such Lease or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto to purchase all or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as any part of the date leased premises or the building of this Agreement, Fixed Rent which the leased premises are a part and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller Lease has not received any Lease Termination Payments as of right or option for additional space in the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoImprovements.

Leases. Such Seller has made available shall use its reasonable efforts to obtain the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect consent of any lessor or third party required to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements assign to which such Seller is a party for all or Purchaser any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth and to obtain the full release of any and all obligations of Seller pursuant to any of the Leases, listed on Schedule 3.2(c)(i) attached hereto3.7; provided, all tenant improvements and other construction work however, that Seller shall not be obligated to incur any monetary obligations or expenditures in connection with such efforts. Purchaser may by written notice to Seller prior to the Closing exclude from Schedule 3.7 any Lease that is not assignable by its terms, or that requires the consent of a third party in order for such lease to be performed assigned to Purchaser, if, in each case, consent has not been obtained prior to the Closing. Seller may, by written notice to Purchaser, exclude from Schedule 3.7 any Lease for which it is unable to obtain both such consent and a full release of obligations of Seller under such Leases have been completedLease. There are no tenant inducement costs In the event a Lease is excluded from Schedule 3.7 pursuant to this Section 5. 10, Purchaser shall enter into a sublease with Seller or, at Seller's option, a service corporation subsidiary of Seller, with respect to such Branch which shall be for the same rent and current term (excluding renewal options) as the existing Lease for such Branch. In the event the Lease would prohibit any such sublease without the lessor's consent, and Seller fails or elects not to obtain such consent, the Branch shall be treated as an Excluded Branch as contemplated in Section 8. 1. Seller shall assign to Purchaser any Seller Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Branch Real Estate. Purchaser shall assume the obligations of Seller under such Seller Leases; provided, however, that Seller shall obtain the consent of Xxxxx Xxxxxxx Inc. ("Piper"), an affiliate of Seller, to terminate the Seller Lease Options referenced in Section 14.28 belowat, relating and to vacate the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in premises at, the Delinquency ReportLawrence, as Kansas branch office within 12 months of the date of this AgreementClosing, (i) and Purchaser shall assume such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default cancel the same upon termination by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoPiper without penalty.

Leases. Such Seller has made available to the Buyer Schedule 6(a)(5) sets forth a list of the leases, licenses tenants, and occupancy agreements all contracts (including all amendmentsservice, modifications maintenance, and supplements theretowarranty contracts) that apply to the properties that comprise the Property, which, to Seller’s Knowledge, is true and correct and complete list of such leases and contracts as of the date of such schedule. To Seller’s Knowledge, except as scheduled in Schedule 6(a)(5), neither Seller nor any other party is in default with respect to any of its obligations or liabilities pertaining to the Properties as described on Schedule 3.2(c) attached heretoLeases. There To Seller’s Knowledge, other than the Leases and any other matters disclosed in the Title Report, there are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or is bound affecting any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth which will be in force on Schedule 3.2(c)(iiithe Closing Date. Seller has delivered or made available at the Property, true and correct copies of the Leases to Buyer. No lessee under any Lease has any right of first refusal or option to purchase the property that is the subject of their Lease. With respect to any Property identified on Exhibit A-1 and Exhibit A-2, if any Lease expires and is extended or renewed, or if Seller elects to sign a new Lease, during the period this Agreement is in effect, then such new Lease must be submitted to Buyer for review and approval (which shall not be unreasonably withheld or delayed), may not have a term shorter than one year, and may not include any free rent period or cancellation right on the part of the tenant, unless such terms are approved by Buyer in writing. Any Lease that Seller submits to Buyer and is not rejected within five (5) attached heretodays of transmission to Buyer shall be deemed approved, provided such Lease contains no right of first refusal or option, has a term of not less than one year, contains no free rent provision, and is not cancellable by tenant absent a default by Landlord.

Leases. Such The Rent Roll and Delinquency Report provided to Buyer pursuant to Section 4, as updated pursuant to Section 6.3.8, are true, correct, and complete as of the date prepared. Seller has made available or will, pursuant to Section 4, deliver to Buyer true, accurate and complete copies of all of the Leases and, to the Buyer the leasesbest of Seller’s knowledge, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There there are no leases, subleases, licenses licenses, occupancies or other occupancy agreements tenancies in effect pertaining to which such Seller is a party for all or any portion of such the Property, and no persons, tenants or entities occupy space in the Property, except as stated on the most current Rent Roll. To the best of Seller’s Propertyknowledge, other than there are no rights to renew, extend or terminate the Leases or expand any Lease premises, except as shown in the Rent Roll, the Leases and the Due Diligence Items. To the best of Seller’s knowledge and except as expressly set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto Leases and Due Diligence Items, no brokerage commission or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein similar fee is due or unpaid by Seller with respect to any Lease, and there are no written or oral agreements that will obligate Buyer, as Seller’s assignee, to pay any such commission or fee under any Lease or extension, expansion or renewal thereof. To the applicable leasehold interestbest of Seller’s knowledge, neither Seller nor any Tenant is in material default under its Lease. To the best of Seller’s knowledge, Seller is in full compliance with all of the landlord’s obligations under the Leases. Except as set forth in the Delinquency ReportLeases and Due Diligence Items, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available no obligation to any Tenant under the Buyer true and complete copies of the Leases, as applicableLeases to further improve such Tenant’s premises or to grant or allow any rent or other concessions. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and No rent or other construction work to be performed by such Seller under such Leases payments have been completed. There collected in advance for more than one (1) month and no rents or other deposits are no tenant inducement costs with respect to the Leases of such held by Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to security deposits described on the purchase of all or a portion of such Seller’s Property Rent Roll and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in rent for the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretocurrent month.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Tenant Default and Delinquency Report, to Sellers’ Knowledge as of the date of this AgreementEffective Date, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such To Sellers’ Knowledge, such Seller has made available to the Buyer true true, correct and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. To Sellers’ Knowledge, there are no operating or common area expense audits or disputes by any Tenants. No party Person has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease ROFO/ROFR Options”)) under such Leases, except those Tenants relating to having any such ROFO/ROFR Options under the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property ROFO Documents and listed ROFR Documents set forth on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Tenant Default and Delinquency Report, as of the date of this AgreementEffective Date, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its any material obligations as landlord under such Lease and Lease, (ii) to Sellers’ Knowledge, except as set forth in the Tenant Default and Delinquency Report, as of the Effective Date there are exists no default by any tenant under any such Lease. Such , and (iii) except as set forth in the Tenant Default and Delinquency Report, as of the Effective Date, such Seller has not (A) entered into any forbearance or similar agreement with any tenant under any Lease or (B) received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto.

Leases. Such Copies of all Leases in effect as of the Contract Date (the “Existing Leases”), and all amendments thereto and guaranties thereof, if any, have been furnished by Seller has made available to Purchaser and the Buyer the leases, licenses copies so provided are true and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached heretocomplete. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the The Existing Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented modified or otherwise modified terminated (except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect for any amendments delivered to Purchaser pursuant to the applicable leasehold interestpreceding sentence). Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such To Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Reportknowledge, as of the date of this Agreement, (ia) such Seller has not received any written notice from any other than the Existing Leases, there are no Leases affecting the Property under which the owner of the Property is landlord and (b) other than as set forth in the Leases and/or the Brokerage Agreements (hereinafter defined), there are no agreements pursuant to which leasing commissions and tenant under a Lease claiming landlord is in default in its obligations as improvement allowances or concessions are currently outstanding and currently payable by the landlord under such Lease Leases. To Seller’s knowledge, (i) the Existing Leases are presently in full force and effect without any default thereunder by the applicable tenant; (ii) no tenant has prepaid rent by more than 30 days in advance; (iii) all tenant improvements that Seller, as landlord, is obligated to Sellers’ Knowledgecomplete, there exists prior to the date hereof and pursuant to any Existing Lease, have been completed and accepted by the applicable tenant; (iv) no tenant improvement allowances, free rent or other tenant inducements remain outstanding and unpaid; and (v) no tenant has notified Seller, as landlord, in writing, of any default by any tenant under any such Lease. Such Seller has not received any pursuant to an Existing Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretothat remains uncured.

Leases. Such Seller has made available to the Buyer Purchaser true, correct and complete copies of all of the leases, licenses and occupancy agreements (Leases affecting the Properties including all amendmentsguarantees of such Leases. Other than the Leases and any matters of record as reflected in the Title Commitments, modifications and supplements thereto) none of Seller, any General Partner or any Owner has entered into any contract or agreement with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all of the Property or any portion of such Seller’s Propertyor portions thereof which will be binding on the Owners after the Closing, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, consent and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein recognition agreements with respect to subleases and customary agreements for utilities, cable, antennae, fiber optic and other similar service providers (collectively, the applicable leasehold interest“Service Provider Contracts”). Except as set forth To the extent such Service Provider Contracts are in the Delinquency ReportSeller’s actual possession, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true Purchaser true, correct and complete copies of such Service Provider Contracts prior to the Leases, as applicableEffective Date. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect disclosed in writing to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating Purchaser prior to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this AgreementEffective Date, (i) such Seller has not received any no written notice from has been given or received by any tenant under a Lease claiming landlord is in default in its obligations as landlord Owner under such Lease Leases with respect to any material default under the Leases that remains uncured and (ii) to Sellers’ KnowledgeSeller’s knowledge, no material default exists on the part of any Tenant under such Leases. Except as disclosed in writing to the Purchaser prior to the Effective Date, there exists is no default by any tenant free rent outstanding under any such Lease. Such Seller has not received any Lease Termination Payments as , all of the date hereofOwner’s obligations to construct tenant improvements have been performed in full, except all of the Owner’s obligations to reimburse Tenants for tenant improvements under the Leases and all concessions from the Owner under the Leases have been paid in full, and no leasing commissions are due under the Leases or any separate leasing commission or brokerage agreements. No Tenant has paid any base rent, additional rent or any other amount due under the Lease more than one (1) month in advance of the applicable due date, other than any security deposits (but any advance payment thereof after the Effective Date shall not constitute an Exception Matter if such payment is prorated as set forth on Schedule 3.2(c)(iii) attached heretoprovided in Section 7.5 of this Agreement). Except as disclosed in writing to the Purchaser prior to the Effective Date, there are no security deposits paid by Tenants, but any application of security deposits in accordance with the applicable Leases after the Effective Date shall not constitute an Exception Matter.

Leases. Such Set forth on Schedule 3.4 is a list of all real property leases which are included in the Domestic Assets or to which any Subsidiary (other than any Minority Subsidiary) is party as lessee and a list of all leases of personal property which are included in the Domestic Assets or to which any Subsidiary (other than any Minority Subsidiary) is a party as a lessee, in any case having remaining rental value of at least $250,000 (the "LEASES"). All rentals currently due under such Leases have been paid. Seller, WWTI and/or each Subsidiary (as the case may be) has a valid leasehold interest in each Lease, in each case free and clear of all Liens, except Permitted Exceptions. Seller has made available to Purchaser a copy of each Lease (as amended). The Leases are the Buyer valid and binding obligations of WWTI or the leasesSubsidiaries (as the case may be). Neither Seller, licenses WWTI nor any of the Subsidiaries has received any notice of Default by any Subsidiary thereunder which has not been remedied or waived and occupancy agreements (including all amendmentswhich Default could reasonably be expected to have a Material Adverse Effect. Neither Seller, modifications and supplements thereto) with respect WWTI nor any of the Subsidiaries nor any Affiliate thereof has received any notice or has any knowledge of any pending or threatened condemnation proceeding or assessment for public improvements affecting any Real Property or any real property leased pursuant to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses a Lease or of any sale or other occupancy agreements disposition thereof in lieu of condemnation, which proceeding, assessment, sale or other disposition could reasonably be expected to which such Seller is a party for all materially interfere with the continued use of any Real Property or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed real property subject to a Material Lease in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as conduct of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicablenormal business operations. Except as set forth on Schedule 3.2(c)(i) attached hereto3.4, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to approval or consent of any Person is needed in order for the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth (excluding Leases for sales offices) to continue in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property full force and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as effect following consummation of the date of transactions contemplated by this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses concessions or other occupancy agreements in effect with respect to which such Seller is a party for all or any portion of such Seller’s Property, the Real Property other than the Leases listed on the Rent Roll attached as SCHEDULE 3.13; and SCHEDULE 3.13 attached hereto is a complete and correct list of all Leases in effect on the date of this Agreement. Xxxxxxxx has not sent out any written notice of any default to any tenant under any Lease which has not been cured except as set forth on Schedule 3.2(c) attached heretoSCHEDULE 3.13. Such To Xxxxxxxx' knowledge, Xxxxxxxx has performed all obligations required of it under all of the Leases (i) have and there remain no unfulfilled obligations of Xxxxxxxx under the Leases, the nonperformance of which could entitle a tenant to damages under such Lease or could cause Xxxxxxxx to be in default under such Lease. Except as shown on SCHEDULE 3.13, no tenant has given written notice to Xxxxxxxx of its intention to institute litigation with respect to any Lease that has not been amendeddismissed, supplemented and Xxxxxxxx has not been served with a citation notifying Xxxxxxxx of any litigation with respect to any Lease that has not been dismissed. None of the Leases and none of the rents or otherwise modified other amounts payable thereunder have been assigned, pledged or encumbered except as disclosed in for (a) any assignments, pledges or encumbrances which will be fully released on or before the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached heretoClosing Date, and (iib) contain the entire agreement between Existing Liens. The Rent Roll is true, correct and complete in all material respects as of the relevant landlord and date shown in the applicable tenant named therein Rent Roll and, to Xxxxxxxx' knowledge, there has been no material adverse change with respect to any of the applicable leasehold interest. Except as set forth in items shown on the Delinquency Report, Rent Roll during the period from the date thereof to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoshown thereon.

Leases. Such Seller Borrower has made available delivered to the Buyer Agent true copies of the leases, licenses Leases and occupancy agreements (including all amendments, modifications any amendments thereto relating to the Mortgaged Property. An accurate and supplements thereto) complete Rent Roll as of the date of inclusion of the Mortgaged Property in the Collateral with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or Leases of any portion of such Seller’s Propertythe Mortgaged Property 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 between Borrower or any predecessor of Borrower and the tenants relating to leasing or licensing of space at the Mortgaged Property and in the Building relating thereto. No tenant under any Lease is entitled to any free rent, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amendedpartial rent, supplemented rebate of rent payments, credit, offset or otherwise modified deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as disclosed reflected in the documents referenced on Schedule 3.2(c) attached hereto such Leases or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interestsuch Rent Roll. Except as set forth in the Delinquency ReportSchedule 6.22, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase optionreflected therein are, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, 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 set forth reflected in Schedule 6.22, Borrower has not 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 is no basis for any such claim or notice of default by any tenant. No property other than (i) the Mortgaged Property and (ii) that certain land designated as Phase III, Ashburn Corporate Center (formerly known as Ashburn Business Park), Ashburn, Virginia, as depicted on Schedule 3.2(c)(iiithe master plan attached as Exhibit H to the Yahoo! Lease and that certain data center facility known as ACC5 Phase I, located in Ashburn Corporate Center, Ashburn, Virginia referenced in the Yellowpages Letter Agreement is necessary to comply with the requirements (including, without limitation, parking requirements) attached heretocontained in any Lease. With respect to that certain Lease dated October 15, 2007 between Borrower, as landlord, and JPS Holdings, Inc., a California corporation d/b/a Net2ez (“JPS”), as tenant (the “JPS Lease”), Borrower represents and warrants that (a) it did not exercise its right within the time-frame under the JPS Lease to purchase twenty-five percent (25%) of the equity interests in JPS and thus, under the terms of the JPS Lease Borrower has the right to terminate the JPS Lease and (b) Borrower has not terminated, and has no intention of terminating, the JPS Lease.

Leases. Such Seller has holds the lessor's interest under all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the Property (the "Leases"). A true and complete copy of all Leases have been made available to the Buyer Acquirer; to the leasesContributor's knowledge, licenses such Leases are in full force and occupancy agreements (including all amendmentseffect, modifications and supplements theretoexcept as indicated otherwise in Section 2.2(k) the Disclosure Schedule, the Seller, 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 the Contributor's knowledge, except as set forth in Section 2.2(k) of the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller Property; rent is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect being billed to the applicable leasehold interest. Except tenants in accordance with the Leases; no tenant is entitled to "free" rent, 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 foregoing, except as set forth in the Delinquency Report, to Sellers’ Knowledge as Section 2.2(k) of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller Disclosure Schedule; the Contributor has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are received no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by that any tenant under any such Lease. Such Seller has not received Lease contests any Lease Termination Payments as of the date hereofrent or other charges billed to it, except as set forth in Section 2.2(k) of the Disclosure Schedule; no assignment of the Contributor's rights under any Lease is in effect on the date hereof other than collateral assignments to secure mortgage indebtedness; and, except as set forth in Section 2.2(k) of the Disclosure Schedule 3.2(c)(iii) attached heretowith respect to any Leases entered into by Seller, 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 Contributor's knowledge, all material obligations of the lessor under the Leases that have accrued to the date hereof have been performed or satisfied.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses concessions or other occupancy agreements in effect with respect to which such Seller is a party for all or any portion of such Seller’s Property, the Real Property other than the Leases listed on the Rent Roll attached as SCHEDULE 3.13; and SCHEDULE 3.13 attached hereto is a complete and correct list of all Leases in effect on the date of this Agreement. Neither Xxxxxxxx nor the Partnerships has sent out any written notice of any default to any tenant under any Lease which has not been cured, except as set forth on Schedule 3.2(c) attached heretoSCHEDULE 3.13. Such To Xxxxxxxx' knowledge, each of the Partnerships has performed all obligations required of it under all of the Leases (i) have and there remain no unfulfilled obligations of any of the Partnerships under the Leases, the nonperformance of which could entitle a tenant to damages under such Lease or could cause any of the Partnerships to be in default under such Lease. Except as shown on SCHEDULE 3.13, no tenant has given written notice to any of the Partnerships of its intention to institute litigation with respect to any Lease that has not been amendeddismissed, supplemented and Xxxxxxxx has not been served with a citation notifying any of the Partnerships of any litigation with respect to any Lease that has not been dismissed. None of the Leases and none of the rents or otherwise modified other amounts payable thereunder have been assigned, pledged or encumbered except as disclosed in for (a) any assignments, pledges or encumbrances which will be fully released on or before the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached heretoClosing Date, and (iib) contain the entire agreement between Existing Liens. The Rent Roll is true, correct and complete in all material respects as of the relevant landlord and date shown in the applicable tenant named therein Rent Roll and, to Xxxxxxxx' knowledge, there has been no material adverse change with respect to any of the applicable leasehold interest. Except as set forth in items shown on the Delinquency Report, Rent Roll during the period from the date thereof to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoshown thereon.

Leases. Such Seller has The Leases made available to Buyer as part of the Buyer Due Diligence Documents pursuant to Section 6.1 hereof are complete and accurate copies of all of the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) Leases currently in effect with respect to the Properties as described on Schedule 3.2(c) attached hereto. There Property, and there are no leasesmaterial written or oral promises, subleases, licenses understandings or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, commitments with Tenants other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Reportsuch Leases as delivered to Buyer. The rent rolls provided to Buyer are true, to Sellers’ Knowledge correct and complete in all material respects as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deductionset forth therein. Such Seller has made available not granted, and has no knowledge of, any option, right of first refusal, right of first opportunity, or other similar option or right, in favor of any person or entity to the Buyer true and complete copies acquire any fee interest in any portion of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets Land or any renewal thereof Improvements except as may be set forth in the Leases. No party To Seller’s Knowledge, except as set forth on Exhibit 7.1.1 to be attached hereto, there are no leasing commissions, tenant improvement allowances or other leasing costs outstanding with respect to any tenants under the Existing Leases or which may become due or payable after the Effective Date (except with respect to New Leases, as provided below). Not later than ten (10) days prior to Closing, Seller shall provide Buyer with Exhibit 7.1.1 showing leasing commissions, tenant improvement allowances or other leasing costs outstanding with respect to any tenants under the Existing Leases or which may become due or payable after the Closing Date. In the event that (a) any Tenant under a Lease exercises a right to purchase a Property pursuant to a purchase option, right of first refusal, right of first offer (or similar right) under a Lease, or (b) Seller fails to notify a Tenant with a right of first refusal, right of first offer (or similar right) under a Lease of this transaction, or (c) a Tenant under a Lease with a right of first refusal, right of first offer (or similar right) under a Lease commences litigation or otherwise gives notice of a dispute alleging that Seller has failed to comply with the terms and provisions of any purchase option, right of first refusal, right of first offer, right of reverter offer (or similar right provision) under a Lease, and such Leases (collectivelymatter cannot be resolved prior to Closing, “Lease Options”), except those Tenants relating then such Property shall be removed from the sale to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of Buyer under this Agreement, (i) and the Consideration shall be reduced by the amount that is the allocated value of such Property on Exhibit 4.1. No such matter shall give either the Seller has or Buyer the right to terminate this Agreement, and such matter shall not received any written notice from any tenant under be a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant Seller under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretothis Agreement.

Leases. Such A list of all of the tenants that are a party to the Leases in effect on the date of this Agreement is attached hereto as Schedule 3. To Seller's knowledge, Seller has made available delivered to Purchaser a true and correct copy of each of the Buyer the leases, licenses and occupancy agreements Leases (including all amendments, amendments and modifications and supplements thereto) with respect to in effect on the Properties as described on Schedule 3.2(c) attached hereto. There date of this Agreement that are in the possession of Seller or of Seller's property manager, LPC Commercial Services, Inc. ("LPC"), and there are no leases, subleases, licenses or other occupancy agreements to which such unwritten understandings between Seller is a party for all or and any portion tenant under any of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amendedwhich vary in any material manner the obligations of Seller or such tenant under its Lease, supplemented or otherwise modified all except as disclosed in this Agreement or in the documents referenced Property information delivered to Purchaser on or before the date hereof and listed on Schedule 3.2(c9 attached hereto. Seller is, or as of the Closing Date will be, the sole owner and holder of the lessor's interest under each of the Leases. No base rent or estimated monthly payment of Additional Rents (hereinafter defined in Subsection 9(d)(iii)) attached hereto has been paid by any tenant under its Lease for more than thirty (30) days in advance of its due date under the Lease, except as disclosed in this Agreement or stated in the Property information delivered to Purchaser on or before the date hereof and listed on Schedule 3.2(n) 9 attached hereto, and (ii) contain . Seller has not sent during the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of twelve-month period preceding the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received Agreement any written notice from any tenant under a Lease claiming landlord is in of default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease, which default remains uncured, except with respect to those matters listed on Schedule 2. Such Seller has not received To Seller's knowledge, there are no unpaid commissions currently owed or payable in the future to any Lease Termination Payments as broker under the Leases, except for those disclosed in any of the date hereof, except as set forth Leases or listed on Schedule 3.2(c)(iii) 5 attached hereto.

Leases. Such Seller has made available to the Buyer Purchaser true, correct and complete copies of all of the leases, licenses and occupancy agreements (Leases affecting the Contributed Properties including all amendmentsguarantees of such Leases. Other than the Leases and any matters of record as reflected in the Title Commitments, modifications and supplements thereto) none of Seller, any General Partner or any Owner has entered into any contract or agreement with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all of the Contributed Property or any portion of such Seller’s Propertyor portions thereof which will be binding on the Owners after the Closing, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, consent and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein recognition agreements with respect to subleases and customary agreements for utilities, cable, antennae, fiber optic and other similar service providers (collectively, the applicable leasehold interest“Service Provider Contracts”). Except as set forth To the extent such Service Provider Contracts are in the Delinquency ReportSeller’s actual possession, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true Purchaser true, correct and complete copies of such Service Provider Contracts prior to the Leases, as applicableEffective Date. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect disclosed in writing to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating Purchaser prior to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this AgreementEffective Date, (i) such Seller has not received any no written notice from has been given or received by any tenant under a Lease claiming landlord is in default in its obligations as landlord Owner under such Lease Leases with respect to any material default under the Leases that remains uncured and (ii) to Sellers’ KnowledgeSeller’s knowledge, no material default exists on the part of any Tenant under such Leases. Except as disclosed in writing to the Purchaser prior to the Effective Date, there exists is no default by any tenant free rent outstanding under any such Lease. Such Seller has not received any Lease Termination Payments as , all of the date hereofOwner’s obligations to construct tenant improvements have been performed in full, except all of the Owner’s obligations to reimburse Tenants for tenant improvements under the Leases and all concessions from the Owner under the Leases have been paid in full, and no leasing commissions are due under the Leases or any separate leasing commission or brokerage agreements. No Tenant has paid any base rent, additional rent or any other amount due under the Lease more than one (1) month in advance of the applicable due date, other than any security deposits (but any advance payment thereof after the Effective Date shall not constitute an Exception Matter if such payment is prorated as set forth on Schedule 3.2(c)(iii) attached hereto.provided in Section 7.5 of this Agreement). Except as disclosed in writing to the Purchaser prior to the Effective Date, there are no security deposits paid by Tenants, but any application of security deposits in accordance with the applicable Leases after the Effective Date shall not constitute an Exception Matter

Leases. Such Seller (a) Borrower is the holder of the landlord's interest under ------ all Leases; (b) Borrower has made available to not, except in connection with the Buyer the leasesInitial Mortgage, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or executed any portion prior assignment of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amendedor of its right, supplemented title and interest therein or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached heretorents to accrue thereunder, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to that affects the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof; (c) Borrower has not accepted rent under any of the Leases for any period subsequent to the current period for which rent has already become due and payable (other than the first month's rent and security deposits); (d) except as may have been otherwise disclosed to Lender in writing, there is no default in the payment of rent and, to Borrower's knowledge, no material non-monetary default under any Lease which has existed for a period of more than one (1) month; (e) Borrower has not executed or granted any modification or amendment whatsoever of any Lease, either orally or in writing, except for modifications or amendments heretofore furnished to Lender or as set forth on Schedule 3.2(c)(iiidescribed in any Estoppel Certificate executed with respect to a Lease and delivered to Lender; (f) each Lease identified in Exhibit G hereto is in full --------- force and effect according to the terms and: conditions thereof as contained in the copies thereof heretofore furnished to Lender; and (g) the schedule of Leases attached heretoas Exhibit G is a true, correct and complete schedule of all --------- Leases.

Leases. Such Seller The Property is not subject to any Lease other than the Leases described in Schedule II attached hereto and made a part hereof. The Property is not subject to one or more subleases unless any such Sublease has made available been disclosed to Lender and is listed on Schedule II, which list with respect to such Subleases has been prepared based on the actual knowledge of Borrower, attached hereto or set forth on Schedule B of the Title Insurance Policy (“Subleases”). Each Tenant is currently operating its business within the Improvements demised thereby. Borrower is the owner and lessor of landlord’s interest in the Leases. No Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the Buyer provisions of the leasesLeases or the Subleases. The Leases are in full force and effect and, licenses except as may be disclosed in any tenant estoppel certificates delivered to Lender there are no material defaults thereunder by either party and occupancy agreements there are no conditions that, with the passage of time or the giving of notice, or both, would constitute material defaults thereunder (except for defaults which have been summarized on Schedule II attached hereto). The copy of Leases and any related guaranty (including all amendmentsamendments thereof) delivered to Lender is accurate, modifications true and supplements thereto) complete, and there are no oral agreements or additional amendments or other agreements with respect to the Properties as described thereto. No Rent (other than security deposits, if any, listed on Schedule 3.2(c) II attached hereto) has been paid more than one (1) month in advance of its due date. Except as may be disclosed in any tenant estoppel certificates delivered to Lender, all work to be performed by the landlord under the Leases has been performed as required in the Leases 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 the landlord under the Leases to any tenant has already been received by such tenant. There are has been no leasesprior sale, subleasestransfer or assignment (other than to Borrower and Lender), licenses hypothecation or pledge of the Leases or of the Rents received therein which is still in effect (other occupancy agreements to than assignments, hypothecations or pledges which such Seller is a party for may have been made by the tenants under the Leases). To Borrower’s actual knowledge, except as listed on Schedule II, no Tenant has assigned its Lease or sublet all or any portion of such Seller’s Property, the premises demised thereby (other than pursuant to the Leases set forth Subleases), Freeport does not hold its leased premises under assignment or sublease, nor does anyone except Freeport and its employees and subtenants occupy such leased premises. No Tenant has a right or option pursuant to its Lease or otherwise to purchase all or any part of the Property of which the leased premises are a part (other than rights of first refusal or rights of first offer described in the applicable Lease delivered to Lender prior to the date hereof, which are listed in Schedule II). No Tenant has any right or option for additional space in the Improvements except as disclosed on Schedule 3.2(c) attached heretoII. Such Leases (i) have not been amended, supplemented or otherwise modified To Borrower’s actual knowledge and except as disclosed in any environmental reports delivered to Lender in connection with the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached heretoLoan, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases no Hazardous Substances have been completed. There are no tenant inducement costs with respect to disposed, stored or treated by any Tenant under the Leases on or about the Property nor does Borrower have ‑49 ‑ any actual knowledge of such Sellerany Tenant’s Transferred Assets intention to use the Property for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any petroleum product or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”)Hazardous Substances, except those Tenants relating to the Lease Options referenced in Section 14.28 beloweither event, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretocompliance with applicable Environmental Laws.

Leases. Such Seller has made available The Property is not subject to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no any leases, subleases, licenses licenses, concessions or other occupancy agreements related to the leasing or renting of the Property or any portion thereof, except for Principal Lease (as amended from time to time), as set forth on the Rent Roll (as defined herein). No person has any possessory interest in the Property or right to occupy the same, other than pursuant to the Principal Leases disclosed in the Rent Roll. Borrower hereby represents that: (i) Borrower has delivered a schedule (the “Rent Roll”) of all Leases affecting the Property, which such Seller is a party attached to the Closing Certificate, which accurately and completely sets forth in all material respects for each Lease, the following: the name of the Tenant, the Lease expiration date, the space demised and amount of rent, which Rent Roll is true, correct and complete as of the date hereof; and (ii) the Borrower is the owner and holder of the landlord’s interest under the Leases, and there are no prior assignments of all or any portion of such Seller’s Property, other than the Leases set forth 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 given by Borrower to Lender; and (iii) each Lease constitutes the legal, valid and binding obligation of Borrower; and (iv) to Borrower’s knowledge, after due and diligent inquiry and investigation no default exists, or with the passing of time or the giving of notice or both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Schedule 3.2(cBorrower or the Property; and (v) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in writing in an estoppel certificate by such Tenant that has been delivered to Lender in connection with the documents referenced on Schedule 3.2(c) attached hereto Loan, to the Borrower’s knowledge, after due and diligent inquiry and investigation, no Tenant has any offset or stated on Schedule 3.2(n) attached hereto, defense to the payment of rent under its Lease; and (iivi) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except except as set forth disclosed in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed writing in an estoppel certificate by such Seller under such Leases have Tenant that has been completed. There are delivered to Lender in connection with the Loan, no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase optionTenant has, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, paid rent under its Lease more than one (1) month in advance, and the rents under such Lease has not been waived, released, or otherwise discharged or compromised; and (vii) except as set forth on Schedule 3.2(c)(iiidisclosed in writing in the estoppel certificate delivered to Lender in connection with the Loan all work to be performed by Borrower under each Lease has been substantially performed, all contributions to be made by Borrower to the Tenant thereunder have been made and all other conditions precedent to each Tenant’s obligations thereunder have been satisfied; and (viii) attached heretoexcept as disclosed in writing in an estoppel certificate by such Tenant that has been delivered to and accepted by Lender in connection with the Loan, each Tenant under a Lease has entered into occupancy of the demised premises; and (ix) Borrower has delivered to Lender true, correct and complete copies of all Leases described in the Rent Roll; and (x) 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; and (xi) except as specifically described in the Title Insurance Policy, no Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Deed of Trust.

Leases. Such Seller is the lessor or landlord or the successor lessor or landlord under the Leases. Seller has made available to the Buyer the leasesdelivered true, licenses correct and occupancy agreements (complete copies of each Lease, including all amendmentsamendments thereto, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interestBuyer. Except as set forth on the Lease Schedule, there are no parties in possession of any Project, the Delinquency ReportProperty or any portion thereof, to Sellers’ Knowledge as of except for the date of this Agreement, Fixed Rent and Additional Rent are currently being collected tenants under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, . There are no other leases or occupancy agreements to which Seller is a party affecting the Property or any Project other than the Leases as applicableset forth on the Lease Schedule. Except as set forth on Schedule 3.2(c)(iS-5.1(h), Seller has received no written notice of any intention by any tenant under a Lease to (i) attached heretocancel or terminate the same or (ii) vacate all or any portion of such tenant's leased premises. To the extent that any of the Leases call for security, such security remains on deposit with Seller in accordance with all Applicable Laws and has not been applied towards any payment due under said Leases except as set forth on Schedule S-5.1(h). Except as set forth in Schedule 5.1(h), Seller has not received any advance rent or advance compensation under any of said Leases in excess of one month. To Seller's Knowledge, no party is in default under any Lease except as set forth on Schedule S-5.1(h). To Seller's Knowledge, Seller has performed all obligations required of it under all of the Leases and there remain no unfulfilled obligations of Seller under the Leases, the nonperformance of which could entitle a tenant improvements and other construction work to damages under such Lease or could cause Seller to be performed by such Seller in default under such Leases have Lease. Except as shown on the Lease Schedule, (i) no Lease has been completed. There are modified, altered or amended in any respect, (ii) no tenant inducement costs has the right to cancel or terminate its lease, to renew or extend its lease, or to expand or contract the leased premises covered thereby and (iii) no tenant has any interest in the Property other than the leasehold possessory interest set forth in such tenant's lease. Except as shown on Schedule S-5.1(h), no tenant has given written notice to Seller of (x) its intention to institute any Claim with respect to any Lease and (y) any dispute regarding any CAM Charges billed to such tenant. Except as set forth on the Lease Schedule or Schedule S-5.1(h), no tenant or occupant is entitled to any rebates, allowances, concessions, free rent or rent abatement for any period after the consummation of the transaction contemplated hereby. To Seller's Knowledge, each of the Leases is valid and subsisting and in full force and effect in accordance with its terms and constitutes the legal, valid, binding and enforceable obligation of the tenant thereunder. To Seller's Knowledge, each tenant has accepted the premises covered by its Lease and is in possession of such Seller’s Transferred Assets or any renewal thereof except premises in accordance with its Lease. Except as may be set forth in on the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter Lease Schedule or similar right under such Leases (collectively, “Lease Options”Schedule S-5.1(h), except those Tenants relating to all initial installation work, if any, required of Seller has been fully performed, paid for and accepted by the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached heretotenant. Except as set forth on Schedule 3.2(c)(ii) attached hereto S-5.1(h), to Seller's Knowledge, no tenant has any pending Claim, offsets or counterclaims against Seller which, if successfully asserted, would reduce the rent payable under such tenant's lease or result in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from cancellation or termination thereof. There are no unperformed obligations to provide any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledgewith any work and/or services, there exists no default by including, without limitation, painting, repair, alteration, carpeting, appliances or other equipment or work of any tenant kind under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoS-5.1(h). All of the Leases are the result of arms-length negotiations between the parties thereto. To Seller's Knowledge, none of the rents or other charges billed to, or collected from, any tenant under the Leases violates any Applicable Laws to which Seller is subject. None of the Leases and none of the rents or other amounts payable thereunder have been assigned, pledged or encumbered by Seller except for any assignments, pledges or encumbrances which will be fully released on or before the Closing Date.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) 2.11 attached hereto or stated on Schedule 3.2(n) attached heretosets forth a true, correct and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge complete list as of the date hereof of this Agreementall leases of real property, Fixed Rent identifying separately each ground lease, to which BSA is a party (the "Leases") and Additional Rent are currently being collected any and all capital expenditures made or committed or agreed to be made under such Leases without offsetany of the Leases. True, counterclaim or deduction. Such Seller has made available to the Buyer true correct and complete copies of the Leases, and all amendments, modifications and supplemental agreements thereto, have previously been delivered by the Seller to the Buyer. BSA enjoys peaceful and undisturbed possession under all such Leases. The Leases are in full force and effect, are binding and enforceable against BSA and, to the Seller's knowledge, each of the other parties thereto, in accordance with their respective terms and, except as applicableset forth on Schedule 2.11, have not been modified or amended since the date of delivery to the Buyer. No party to any Lease has sent written notice to the other claiming that such party is in default thereunder, which default remains uncured. Except as set forth on Schedule 3.2(c)(i) 2.11 attached hereto, all tenant improvements and other construction work to be performed by there has not occurred any event which would constitute a breach of or default in the performance of any covenant, agreement or condition contained in any Lease, nor has there occurred any event which with the passage of time or the giving of notice or both would constitute such a breach or default. Neither the Seller under such Leases have been completed. There are no tenant inducement costs nor BSA has received notice of any violation of any applicable zoning ordinance, building code, use or occupancy restriction or any condemnation action or proceeding with respect to any of the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in premises under the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced 2.12 Change in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property Financial Condition and listed on Schedule B attached heretoAssets. Except as set forth on Schedule 3.2(c)(ii) 2.12 attached hereto hereto, since the Balance Sheet Date, there has been no material adverse change in any of the Assets or any assets of BSA or BSG used in the Business or in the Delinquency Reportcondition, as financial or otherwise, of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such LeaseBusiness. Such Seller has not received any Lease Termination Payments as of Without limiting the date hereofforegoing, except as set forth on Schedule 3.2(c)(iii2.12, since the Balance Sheet Date, (a) attached neither BSA nor BSG has: (i) borrowed any amount or incurred or become subject to any liability (absolute, accrued or contingent), except current liabilities, liabilities under contracts entered into and borrowings under banking facilities disclosed in the Schedules hereto., all of which were in the ordinary course of business and consistent with past practice; (ii) discharged or satisfied any Encumbrance or paid any obligation or liability (absolute, accrued or contingent) other than current liabilities shown on the Current Balance Sheet (including regularly scheduled payments (but not prepayments) of long-term debt) and current liabilities incurred since the Balance Sheet Date in the ordinary course of the Business and consistent with past practice; (iii) failed to pay or discharge when due its liabilities or obligations; (iv) mortgaged, pledged or subjected to an Encumbrance any of its assets, tangible or intangible; (v) sold, assigned or transferred any of its tangible assets except for the sale of inventory in the ordinary course of the Business consistent with past practice, canceled any debt or claim, or waived any right of substantial value whether or not in the ordinary course of the Business; (vi) sold, assigned, transferred or granted any license with respect to any Intangible Property; (vii) suffered any material damage or destruction whether or not covered by insurance; (viii) made commitments or agreements for capital expenditures or capital additions or betterments exceeding in the aggregate $25,000; (ix) received notice or had knowledge of any actual or threatened labor trouble or strike or union organizing effort; (x) suffered any loss or received written notice of any threatened loss of any of its customers or suppliers disclosed pursuant to Sections 2.19 and 2.20; (xi) granted any severance or termination pay or increased any compensation or benefits payable to or entered into or modified any employment, deferred compensation or other similar plan, agreement or arrangement with any of its directors, officers, employees, independent contractors or consultants; (xii) made any material change in the manner of its business or operations, including without limitation any change in the manner or rate of A-10 17 billxxxx xx collections; (xiii) made any material change in any method of accounting or accounting practice; (xiv) declared, set aside or paid any dividend or made any distribution on any shares of its capital stock (whether in cash or in kind), or issued, sold, redeemed, purchased or acquired any shares (including any options, warrants or other rights with respect thereto) of its capital stock; (xv) entered into any transaction except in the ordinary course of the Business and consistent with past practice or as otherwise contemplated hereby; or (xvi) entered into any commitment (contingent or otherwise) to do any of the foregoing; and (b) the Seller has not taken any of the foregoing actions or suffered any of the foregoing events, in each case with respect to the Business, except as otherwise contemplated hereby. 2.13

Leases. Such There are no leases, licenses or other agreements granting to any party any tenancy, license or right to use or occupy any portion of the Real Property other than the Leases (or, to the Knowledge of Seller, subleases, licenses, tenancies or other possession or occupancy agreements entered into by the tenants under Leases). Seller has made available to the Buyer the leasesPurchasers true, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true correct and complete copies of each of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(iSection 15(x) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this AgreementSeller Disclosure Letter, (i) such Seller has not received any written notice from any tenant under a each Lease claiming landlord is in default full force and effect and constitutes valid, legal and binding obligations of the applicable Selling Entity and/or Specified Entity or upon formation of the PropCo Acquired Companies, the applicable PropCo Acquired Company, enforceable in its obligations as landlord under such Lease accordance with their terms, subject to general principles of equity and to bankruptcy, insolvency, reorganization, moratorium or other similar laws presently or hereafter in effect affecting the rights of creditors or debtors generally, (ii) neither the applicable Selling Entity nor the applicable Specified Entity nor, upon formation of the PropCo Acquired Companies, the applicable PropCo Acquired Company nor any counterparty under any Lease is in material default and, to Sellers’ Knowledgethe Knowledge of Seller, there exists no event has occurred which with notice or the passage of time, or both, would constitute a material default by any tenant under any such Lease. Such Seller has not received , (iii) there are no unpaid monetary obligations owed to any Lease Termination Payments as tenant or tenant improvement allowances in connection with the current term of the Tenant Leases (including, without limitation, the MSG Sphere Lease) entered into prior to the date hereof, except as set forth on Schedule 3.2(c)(iiiand (iv) attached heretoneither the applicable Selling Entity nor the applicable Specified Entity nor, upon formation of the PropCo Acquired Companies, the applicable PropCo Acquired Company, has given or received any written notice of the intention of any party to terminate or not renew any Lease or any assertion in writing of any default, offset, counterclaim or deduction to the payment of rent that remains outstanding and, to the Seller’s Knowledge, no such default, or right of offset, counterclaim or deduction exists.

Leases. Such Seller The Properties are not subject to any leases other than the Leases described in the rent roll attached hereto as Schedule 4.1.26-A and made a part hereof, which rent roll is true, complete and accurate in all material respects as of the Closing Date. Senior Borrower is the owner and lessor of landlord’s interest in the Leases. To Xxxxxxxx’s knowledge, no Person other than Senior Borrower has made available any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the Buyer provisions of the leasesLeases and Permitted Encumbrances. Except as has been disclosed in the tenant estoppels delivered to Lender prior to the Closing Date, licenses (1) the current Leases are in full force and occupancy agreements effect and neither Borrower nor Senior Borrower has given nor received and written notice of default thereunder that has not been resolved, (including all amendments, modifications and supplements thereto2) no Rent has been paid more than one (1) month in advance of its due date other than with respect to the Properties following Leases, which are paid on a quarterly basis: (A) Grande Communications Networks, Inc. (000 Xxxxxxx Xxxxxx, San Marcos, TX 78666 ) and (B) Cofinity, Inc. (00000 Xxxxxxxxxxxx Xxx, Xxxxxxxxxx, XX 00000), (3) to Borrower’s knowledge, all security deposits are held by or on behalf of Senior 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 described of the Closing Date under certain executed Leases which are to be performed or funded during the initial term of the Loan (the “Unfunded Obligations”), (4) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is outstanding, (5) except as disclosed thereon, no Tenant listed on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses 4.1.26-A has assigned its Lease or other occupancy agreements to which such Seller is a party for sublet all or any portion of the premises demised thereby, no such Seller’s PropertyTenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises, and (7) no Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B 4.1.26-C attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as None of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord Tenants holding leasehold interests with to the Property is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoAffiliated with Borrower.

Leases. Such There are no leases, licenses or other agreements granting to any party any tenancy, license or right to use or occupy any portion of the Real Property other than the Leases (or, to the Knowledge of Seller, subleases, licenses, tenancies or other possession or occupancy agreements entered into by the tenants under Leases). Seller has made available to the Buyer the leasesPurchasers true, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true correct and complete copies of each of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(iSection 15(x) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this AgreementSeller Disclosure Letter, (i) such Seller has not received any written notice from any tenant under a each Lease claiming landlord is in default full force and effect and 115 constitutes valid, legal and binding obligations of the applicable Selling Entity and/or Specified Entity or upon formation of the PropCo Acquired Companies, the applicable PropCo Acquired Company, enforceable in its obligations as landlord under such Lease accordance with their terms, subject to general principles of equity and to bankruptcy, insolvency, reorganization, moratorium or other similar laws presently or hereafter in effect affecting the rights of creditors or debtors generally, (ii) neither the applicable Selling Entity nor the applicable Specified Entity nor, upon formation of the PropCo Acquired Companies, the applicable PropCo Acquired Company nor any counterparty under any Lease is in material default and, to Sellers’ Knowledgethe Knowledge of Seller, there exists no event has occurred which with notice or the passage of time, or both, would constitute a material default by any tenant under any such Lease. Such Seller has not received , (iii) there are no unpaid monetary obligations owed to any Lease Termination Payments as tenant or tenant improvement allowances in connection with the current term of the Tenant Leases (including, without limitation, the MSG Sphere Lease) entered into prior to the date hereof, except as set forth on Schedule 3.2(c)(iiiand (iv) attached heretoneither the applicable Selling Entity nor the applicable Specified Entity nor, upon formation of the PropCo Acquired Companies, the applicable PropCo Acquired Company, has given or received any written notice of the intention of any party to terminate or not renew any Lease or any assertion in writing of any default, offset, counterclaim or deduction to the payment of rent that remains outstanding and, to the Seller’s Knowledge, no such default, or right of offset, counterclaim or deduction exists.

Leases. Such Seller The Properties are not subject to any Leases other than the Leases described in Schedule 4.1.26 attached hereto and made a part hereof. Xxxxxx Mortgage Borrower is the owner and lessor of landlord’s interest in the Leases. No Person has made available any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the Buyer provisions of the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties Leases. Except as described disclosed on Schedule 3.2(c) attached hereto. There 4.1.26, to Borrower’s knowledge, the current Leases are in full force and effect and to Borrower’s knowledge there are no leasesmaterial defaults thereunder by either party and to Borrower’s knowledge there are no conditions that, subleaseswith the passage of time or the giving of notice, licenses or both, would constitute material defaults thereunder. Except for security deposits, no Rent has been paid more than one (1) month in advance of its due date. Except as disclosed on Schedule 4.1.26, to Borrower’s knowledge, all work to be performed by Xxxxxx Mortgage Borrower under each Lease has been performed as required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other occupancy agreements payments, credits, allowances or abatements required to be given by Xxxxxx Mortgage Borrower to any tenant has already been received by such tenant. Except in connection with the Xxxxxx Loans, there is no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which such Seller is a party for still in effect. Except as disclosed on Schedule 4.1.26, to Borrower’s knowledge, no tenant listed on Schedule 4.1.26 has assigned its Lease or sublet all or any portion of the premises demised Table of Contents thereby, no such Seller’s Propertytenant holds its leased premises under assignment or sublease, other than the Leases set forth on Schedule 3.2(c) attached heretonor does anyone except such tenant and its employees occupy such leased premises. Such Leases (i) have not been amended, supplemented No tenant under any Lease has a right or option pursuant to such Lease or otherwise modified except as disclosed in to purchase all or any part of the documents referenced on Schedule 3.2(c) attached hereto leased premises or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between building of which the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interestleased premises are a part. Except as set forth disclosed on Schedule 4.1.26, no tenant, to Borrower’s knowledge, under any Lease has any right or option for additional space in the Delinquency ReportImprovements. To Borrower’s knowledge, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim no hazardous wastes or deduction. Such Seller has made available to the Buyer true and complete copies of the Leasestoxic substances, as applicable. Except as set forth on Schedule 3.2(c)(i) attached heretodefined by applicable federal, all tenant improvements state or local statutes, rules and other construction work to be performed by such Seller under such Leases regulations, have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets disposed, stored or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default treated by any tenant under any such Lease. Such Seller has not received Lease on or about the leased premises nor does Borrower have any Lease Termination Payments as knowledge of any tenant’s intention to use its leased premises for any activity which, directly or indirectly, involves the date hereofuse, except as set forth on Schedule 3.2(c)(iii) attached heretogeneration, treatment, storage, disposal or transportation of any petroleum product or any toxic or hazardous chemical, material, substance or waste in violation of applicable law.

Leases. Such Seller has made available Schedule “5.01(l)” includes a true, correct and complete list of all Leases, including a rent roll (the “Rent Roll”) that sets forth (i) the name of each tenant occupying a unit at the Subject Premises pursuant to a Lease, (ii) the Buyer address or unit number of the leasesunit leased by such tenant, licenses (iii) the commencement and occupancy agreements expiration dates of such Lease, (including all amendmentsiv) the monthly rental payable under such Lease, modifications and supplements thereto(v) with respect the amount of any security deposit and other deposits, if any, paid by such tenant, and a report detailing the current payment status, arrearages and charges applicable to the Properties as described on Schedule 3.2(c) attached heretoeach such Lease. There are no leases, subleasesother Leases, licenses or other occupancy agreements to which such Seller is a party for of all or any portion of such Seller’s Property, the Subject Premises other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended5.01(l), supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of each such Lease (including, without limitation all amendments, supplements or other modifications thereto) have been provided or made available to Buyer, and each such Lease (including, without limitation all amendments, supplements or other modifications thereto) is in full force and effect. As of Closing, there will be no such Leases except for the LeasesLeases entered into pursuant to Section 7.01(b). Seller has not received or delivered any written notices from or to any of the tenants under the Leases asserting that either Seller or any such tenant, as applicablerespectively, is in default under any of the respective Leases (other than defaults that have been cured in all material respects) and Seller is not aware of any such default (other than de minimis defaults in the ordinary course). Except Other than as set forth on Schedule 3.2(c)(ithe Rent Roll, no rent under any Lease has been paid more than one (1) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completedmonth in advance of its due date. There are no tenant inducement costs No leasing or brokerage agreement with respect to the Leases of such Seller’s Transferred Assets Subject Premises will be binding on Buyer other than that certain agreement between Seller (or any renewal thereof except as may be set forth its predecessor in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases interest) and Citi Habitats (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating extent of obligations of the Property owner first arising after the Closing) and all brokerage commissions that are or will become due and payable with respect to the purchase initial term of all or a portion of such Seller’s Property and listed each Lease reflected on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or the Rent Roll delivered at Closing have been paid in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretofull.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c2.9(a) attached hereto. There are no leaseshereto sets forth a true, subleasescorrect and complete list as of the date hereof of all leases of real estate, licenses or other occupancy agreements identifying separately each ground lease, to which such the Seller is a party for all as lessee or any portion of such Seller’s Property, other than tenant or which the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed Seller uses in the documents referenced on operations of the Business. Schedule 3.2(c2.9(b) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set sets forth in the Delinquency Report, to Sellers’ Knowledge as a list of the date all leases of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to real estate which the Buyer true will assume pursuant to this Agreement (the "Leases") . True, correct and complete copies of the Leases, and all amendments, modifications and supplemental agreements thereto, have previously been delivered by the Seller to the Buyer. The Leases are in full force and effect, are binding and enforceable against each of the parties thereto in accordance with their respective terms and, except as applicableset forth on Schedule 2.9(b) attached hereto, have not been modified or amended since the date of delivery to the Buyer. No party to any Lease has sent written notice to the other claiming that such party is in default thereunder, which default remains uncured. Except as set forth on Schedule 3.2(c)(i2.9(b) attached hereto, all tenant improvements and other construction work there has not occurred any event which would constitute a material breach of any Lease by either party thereto, nor has there occurred any event which with the passage of time or the giving of notice or both would constitute such a breach. The Seller is not obligated to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets pay any leasing or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants brokerage commission relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereofand, except as set forth on Schedule 3.2(c)(iii2.9(b) attached hereto, will not have any enforceable obligation to pay any leasing or brokerage commission upon the renewal or extension of any Lease. No material construction, alteration or other leasehold improvement work with respect to any of the Leases remains to be paid for or to be performed by any party under any Lease. The Seller has fulfilled all material obligations required pursuant to the Leases to have been performed by the Seller and has no reason to believe that it will be unable to perform, when due, all of its remaining obligations under said Leases after the date hereof to the Closing. There is no pending or, to the best of the Seller's knowledge, threatened eminent domain taking or condemnation that will or may affect any of the properties that are the subject of the Leases (the "Leased Premises").

Leases. Such Seller has made available to Grantor represents and warrants that Grantor shall duly and punctually perform all of the Buyer the leasesterms, licenses conditions and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than covenants contained in the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have to be kept, observed and performed by Grantor; that Grantor shall not been amendedsell, supplemented assign, transfer, mortgage or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as pledge any of the date of this Agreement, Fixed Rent Rents and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereofProfits, except as set forth in this Deed of Trust; and that no Rents or Profits becoming due subsequent to the date hereof have been collected, nor has payment of any of the same been anticipated, waived, released, discounted or otherwise discharged or compromised. Grantor agrees to act in good faith to enforce or secure the performance of each and every obligation, covenant, condition and agreement to be performed by the tenants under the Leases. Grantor shall not, except with the prior written consent of Beneficiary, cancel, terminate or accept any surrender of the Leases; accept any prepayments for more than 30 days of installments of rent under any of the Leases; modify any of the terms, covenants and conditions of any of the Leases so as to reduce the terms thereof or the rental payments thereunder; enter into any new Leases of the Premises or any part thereof or change any renewal privileges contained in any of the Leases; agree in writing or otherwise to extinguish or limit any rights which it has under applicable law as a landlord against any tenant under any of the Leases. Notwithstanding the provisions of this paragraph 4(f), Grantor may enter into new Leases in the ordinary course of business for such portions of the Premises which are leased as of the date hereof provided such Leases are on Schedule 3.2(c)(iiiterms and conditions that are customary and usual in leases of similar premises in the general vicinity of the affected portion of the Premises, and may, in accordance with sound business practices and for the purpose of increasing Grantor’s revenues, terminate (provided such termination is permitted under the terms of the applicable lease) attached heretoor modify any of the Leases.

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, material leases or licenses of space in any Target Real Property or other occupancy agreements to which such Seller is a party for occupy all or any a portion of such Sellerany Target Real Property under which the Seller Parties are the holders of the landlord’s Property, interest and that may be in force after the Closing other than (a) the Target Property Leases set forth as shown on Schedule 3.2(cSection 4.8(i) attached hereto. Such of the Seller Disclosure Letter, together with any amendments to such Target Property Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement which are entered into between the relevant landlord date hereof and the applicable tenant named therein Closing Date in accordance with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date terms of this Agreement, Fixed Rent and Additional Rent (b) Target Property Leases for space in such Target Real Property which are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to entered into between the Buyer true date hereof and complete copies the Closing Date in accordance with the terms of the Leases, as applicablethis Agreement. Except as set forth on Schedule 3.2(c)(iSection 4.8(i) attached heretoof the Seller Disclosure Letter, all tenant improvements and other construction work to be performed by such none of the Target Property Leases has been amended in any material respect. The Seller under such Leases Parties have been completed. There are no tenant inducement costs with respect delivered or made available to the Buyer Parties true, correct and complete copies of all Target Property Leases in all material respects. To the Knowledge of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”)Seller Parties, except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(iiSection 4.8(ii) attached hereto or in the Delinquency Report, as of the date of this AgreementSeller Disclosure Letter, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except there are no material monetary defaults by the applicable Seller Party or any tenant under any of the Target Property Leases. To the Knowledge of the Seller Parties, (A) a true, correct and complete copy in all material respects of (1) the rent roll for each Target Real Property as of December 3, 2014, indicating base rent, expense recovery and other recurring charges and contractual rent steps and abatements as of such date under Target Property Leases, is set forth on Schedule 3.2(c)(iiiSection 4.8(iii) attached heretoof the Seller Disclosure Letter (collectively, the “Rent Roll”) and (2) a delinquency report for each Target Real Property as of December 3, 2014, indicating the current outstanding accounts receivable balance as of such date for tenant rents and other charges under Tenant Property Leases at each Target Real Property (“Delinquency Report”) is set forth in Section 4.8(iv) of the Seller Disclosure Letter and (B) such Rent Roll and Delinquency Report are true, correct and complete in all material respects as of the dates thereof.

Leases. Such Seller The rent roll attached hereto as Schedule 3 together with the schedules and the exhibits attached to such rent roll (collectively, the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll and those additional Leases (if any) on Schedule 2 attached hereto and any existing subleases thereunder. No Person has made available any possessory interest in the Property or right to occupy the same except under and pursuant to the Buyer provisions of the leases, licenses Leases (and occupancy agreements any existing subleases thereunder). As of the date hereof (including all amendments, modifications i) Borrower is the owner and supplements theretoholder of the landlord’s interest under each Lease; (ii) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There there are no leases, subleases, licenses or other occupancy agreements prior assignments of the landlord’s interest by Borrower (and to which such Seller is a party for all Borrower’s knowledge any prior landlord) in any Lease or any portion of such Seller’s Property, other than Rents which are presently outstanding and have priority over the Assignment of Leases and Rents; (iii) true and correct copies of the Leases set forth on Schedule 3.2(c) attached hereto. Such have been delivered by Borrower to Lender or made available to Lender and, the Leases (i) have not been further modified or amended, supplemented or otherwise modified except as disclosed to Lender in the documents referenced writing on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect prior to the applicable leasehold interest. Except date hereof; (iv) each Lease is in full force and effect; (v) except as set forth disclosed on the Rent Roll or in any tenant estoppels delivered to Lender in connection with the Delinquency Report, to Sellers’ Knowledge as Loan and which are dated within 60 days of the date of this Agreementhereof (collectively, Fixed Rent and Additional Rent are currently being collected the “Tenant Estoppels”), neither Borrower nor, to Borrower’s knowledge, any tenant under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies any Lease is in default under any of the Leasesmaterial terms, as applicable. Except as set forth on Schedule 3.2(c)(i) attached heretocovenants or provisions of the Lease, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof and, except as may be disclosed to Lender in writing or in any Tenant Estoppels, Borrower knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under any Lease; (vi) except as expressly set forth in the Leases. No party has , the Tenant Estoppels or on the Rent Roll, there are no offsets or defenses to the payment of any purchase optionportion of the Rents; and (vii) except as disclosed on the Rent Roll or in any Tenant Estoppel, right of first refusal, right of first offer, right of reverter or similar right all Rents due and payable under such Leases (collectively, “each Lease Options”)have been paid in full and, except those Tenants relating to the Lease Options referenced for estimated payments of operating expenses and taxes made by tenants in Section 14.28 belowaccordance with their Leases, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(iino Rents have been paid more than one (1) attached hereto or month in the Delinquency Report, as advance of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretodue dates thereof.

Leases. Such Seller has made available to the Buyer the leases, licenses leases and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on in Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses leases or other occupancy agreements to which such Seller is a party other than the Leases for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on in Schedule 3.2(n) attached hereto3.2(v), and (ii) contain the entire agreement between the relevant landlord and the applicable tenant tenants named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to the Knowledge of Sellers’ Knowledge as of the date of this Agreement, Fixed Rent fixed rent and Additional Rent additional rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto), all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter offer or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 14.29 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached heretoProperty. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ KnowledgeSeller’s Knowledge and except as set forth in the Delinquency Report, there exists no default by any tenant under such any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto.

Leases. Such Seller has made available to the Buyer Purchaser true, correct and complete copies of all of the leases, licenses and occupancy agreements (Leases affecting the Contributed Properties including all amendmentsguarantees of such Leases. Other than the Leases and any matters of record as reflected in the Title Commitments, modifications and supplements thereto) none of Seller, any General Partner or any Owner has entered into any contract or agreement with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all of the Contributed Property or any portion of such Seller’s Propertyor portions thereof which will be binding on the Owners after the Closing, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, consent and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein recognition agreements with respect to subleases and customary agreements for utilities, cable, antennae, fiber optic and other similar service providers (collectively, the applicable leasehold interest“Service Provider Contracts”). Except as set forth To the 8 extent such Service Provider Contracts are in the Delinquency ReportSeller’s actual possession, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true Purchaser true, correct and complete copies of such Service Provider Contracts prior to the Leases, as applicableEffective Date. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect disclosed in writing to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating Purchaser prior to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this AgreementEffective Date, (i) such Seller has not received any no written notice from has been given or received by any tenant under a Lease claiming landlord is in default in its obligations as landlord Owner under such Lease Leases with respect to any material default under the Leases that remains uncured and (ii) to Sellers’ KnowledgeSeller’s knowledge, no material default exists on the part of any Tenant under such Leases. Except as disclosed in writing to the Purchaser prior to the Effective Date, there exists is no default by any tenant free rent outstanding under any such Lease. Such Seller has not received any Lease Termination Payments as , all of the date hereofOwner’s obligations to construct tenant improvements have been performed in full, except all of the Owner’s obligations to reimburse Tenants for tenant improvements under the Leases and all concessions from the Owner under the Leases have been paid in full, and no leasing commissions are due under the Leases or any separate leasing commission or brokerage agreements. No Tenant has paid any base rent, additional rent or any other amount due under the Lease more than one (1) month in advance of the applicable due date, other than any security deposits (but any advance payment thereof after the Effective Date shall not constitute an Exception Matter if such payment is prorated as set forth on Schedule 3.2(c)(iii) attached hereto.provided in Section 7.5 of this Agreement). Except as disclosed in writing to the Purchaser prior to the Effective Date, there are no security deposits paid by Tenants, but any application of security deposits in accordance with the applicable Leases after the Effective Date shall not constitute an Exception Matter (h)

Leases. Such Seller has made available The Property is not subject to the Buyer the leases, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no any leases, subleases, licenses licenses, concessions or other occupancy agreements related to the leasing or renting of the Property or any portion thereof, except for Principal Leases (as amended from time to time), as set forth on the Rent Roll (as defined herein). No person has any possessory interest in the Property or right to occupy the same, other than pursuant to the Principal Lease disclosed in the Rent Roll. Borrower hereby represents that: (i) Borrower has delivered a schedule (the “Rent Roll”) of all Leases affecting the Property, which such Seller is a party attached to the Closing Certificate, which accurately and completely sets forth in all material respects for each Lease, the following: the name of the Tenant, the Lease expiration date, the space demised and amount of rent, which Rent Roll is true, correct and complete as of the date hereof; and (ii) the Borrower is the owner and holder of the landlord’s interest under the Leases, and there are no prior assignments of all or any portion of such Seller’s Property, other than the Leases set forth 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 given by Borrower to Lender; and (iii) each Lease constitutes the legal, valid and binding obligation of Borrower; and (iv) to Bxxxxxxx’s knowledge, after due and diligent inquiry and investigation no default exists, or with the passing of time or the giving of notice or both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Schedule 3.2(cBorrower or the Property; and (v) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in writing in an estoppel certificate by such Tenant that has been delivered to Lender in connection with the documents referenced on Schedule 3.2(c) attached hereto Loan, to the Borrower’s knowledge, after due and diligent inquiry and investigation, no Tenant has any offset or stated on Schedule 3.2(n) attached hereto, defense to the payment of rent under its Lease; and (iivi) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except except as set forth disclosed in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed writing in an estoppel certificate by such Seller under such Leases have Tenant that has been completed. There are delivered to Lender in connection with the Loan, no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase optionTenant has, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, paid rent under its Lease more than one (1) month in advance, and the rents under such Lease has not been waived, released, or otherwise discharged or compromised; and (vii) except as set forth on Schedule 3.2(c)(iiidisclosed in writing in the estoppel certificate delivered to Lender in connection with the Loan all work to be performed by Borrower under each Lease has been substantially performed, all contributions to be made by Borrower to the Tenant thereunder have been made and all other conditions precedent to each Tenant’s obligations thereunder have been satisfied; and (viii) attached heretoexcept as disclosed in writing in an estoppel certificate by such Tenant that has been delivered to and accepted by Lxxxxx in connection with the Loan, each Tenant under a Lease has entered into occupancy of the demised premises; and (ix) Borrower has delivered to Lender true, correct and complete copies of all Leases described in the Rent Roll; and (x) 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; and (xi) except as specifically described in the Title Insurance Policy, no Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Deed of Trust.

Leases. Such Seller The Properties are not subject to any leases other than the Leases described in the rent roll attached hereto as Schedule 4.1.26-A and made a part hereof, which rent roll is true, complete and accurate in all material respects as of the Closing Date. Senior Borrower is the owner and lessor of landlord’s interest in the Leases. To Bxxxxxxx’s knowledge, no Person other than Senior Borrower has made available any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the Buyer provisions of the leasesLeases and Permitted Encumbrances. Except as has been disclosed in the tenant estoppels delivered to Lender prior to the Closing Date, licenses (1) the current Leases are in full force and occupancy agreements effect and neither Borrower nor Senior Borrower has given nor received and written notice of default thereunder that has not been resolved, (including all amendments, modifications and supplements thereto2) no Rent has been paid more than one (1) month in advance of its due date other than with respect to the Properties following Leases, which are paid on a quarterly basis: (A) Grande Communications Networks, Inc. (300 Xxxxxxx Xxxxxx, San Marcos, TX 78666 ) and (B) Cofinity, Inc. (20000 Xxxxxxxxxxxx Xxx, Xxxxxxxxxx, XX 00000), (3) to Borrower’s knowledge, all security deposits are held by or on behalf of Senior 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 described of the Closing Date under certain executed Leases which are to be performed or funded during the initial term of the Loan (the “Unfunded Obligations”), (4) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is outstanding, (5) except as disclosed thereon, no Tenant listed on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses 4.1.26-A has assigned its Lease or other occupancy agreements to which such Seller is a party for sublet all or any portion of the premises demised thereby, no such Seller’s PropertyTenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises, and (7) no Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B 4.1.26-C attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as None of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord Tenants holding leasehold interests with to the Property is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoAffiliated with Borrower.

Leases. Such The Rent Roll and Delinquency Report provided to Buyer pursuant to Section 4, as updated pursuant to Section 6.3.6, are true, correct, and complete as of the date prepared. Seller has made available or will, pursuant to Section 4, deliver to Buyer true, accurate and complete copies of all of the Leases and, to the Buyer the leasesbest of Seller’s knowledge, licenses and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There there are no leases, subleases, licenses licenses, occupancies or other occupancy agreements tenancies in effect pertaining to which such Seller is a party for all or any portion of such the Property, and no persons, tenants or entities occupy space in the Property, except as stated on the most current Rent Roll. To the best of Seller’s Propertyknowledge, other than there are no rights to renew, extend or terminate the Leases or expand any Lease premises, except as shown in the Rent Roll, the Leases and the Due Diligence Items. To the best of Seller’s knowledge and except as expressly set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto Leases and Due Diligence Items, no brokerage commission or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein similar fee is due or unpaid by Seller with respect to any Lease, and there are no written or oral agreements that will obligate Buyer, as Seller’s assignee, to pay any such commission or fee under any Lease or extension, expansion or renewal thereof. To the applicable leasehold interestbest of Seller’s knowledge, neither Seller nor any Tenant is in material default under its Lease. To the best of Seller’s knowledge, Seller is in full compliance with all of the landlord’s obligations under the Leases. Except as set forth in the Delinquency ReportLeases and Due Diligence Items, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available no obligation to any Tenant under the Buyer true and complete copies of the Leases, as applicableLeases to further improve such Tenant’s premises or to grant or allow any rent or other concessions. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and No rent or other construction work to be performed by such Seller under such Leases payments have been completed. There collected in advance for more than one (1) month and no rents or other deposits are no tenant inducement costs with respect to the Leases of such held by Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to security deposits described on the purchase of all or a portion of such Seller’s Property Rent Roll and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in rent for the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretocurrent month.

Leases. Such Seller has made available to Except for the Buyer Ground Lease, the Leases referenced on Schedule 1.5, the Licenses referenced on Schedule 1.6, the leases, licenses and amendments or other occupancy agreements which may be entered into by Seller pursuant to Section 7.1 of this Agreement, and the Post-Closing Intelsat Lease (including all amendmentshereinafter defined), modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There there are no leases, subleasesrental agreements, licenses licenses, license agreements or other occupancy agreements to with anyone in effect which such Seller is a party for all or any portion of such will affect the Property after Closing. To Seller’s Propertyknowledge, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amendedeach Lease is in full force and effect, supplemented or otherwise modified and, except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as otherwise set forth in the Delinquency ReportRent Roll (hereinafter defined), no rent has been paid more than one month in advance. To Seller’s knowledge, except as may be described in Schedule 6.1.9 attached hereto, there exists no material default by Seller or, to Sellers’ Knowledge as Seller’s knowledge, any tenant under any of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deductionLeases. Such Seller has made available to the Buyer true provided Purchaser with true, correct and complete copies of all Leases, including all amendments and modifications thereto, prior to the execution of this Agreement by Purchaser and Seller. The rent roll attached hereto as Schedule 6.1.9(A) (the “Rent Roll”) is true and accurate in all material respects. Schedule 6.1.9(B) identifies all free rent accruing under the Leases from and after the Effective Date. Schedule 1.8 identifies all security deposits held by Seller, as landlord, under the Leases, as applicable. Except as set forth otherwise indicated on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement6.1.9, (ia) such Seller has not received any written notice from any tenant under a any currently effective Lease claiming landlord that Seller is in default in its any material respect of any material obligations as landlord of Seller to such tenant, which default has not been cured; (b) Seller has not delivered any written notice to a tenant that such tenant is in default in any material respect of any material obligations of such tenant under such Lease that has not been cured; (c) Purchaser will have no obligation to pay brokerage commissions after Closing either upon any extension or renewal of any Lease that is currently in effect, or upon the exercise of any option to lease additional premises, (d) no tenant has entered into any subleases of all or any portion of its premises, and (iie) no tenant is entitled to Sellers’ Knowledge, there exists no default by any tenant under free rent for any such Lease. Such Seller has not received any Lease Termination Payments as periods of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretotime after Closing.

Leases. Such Seller has made available The Manufacturer authorizes Affiliated to operate a lease program as provided in this Agreement, pursuant to which Affiliated will offer to prospective customers of Manufacturer, lease agreements ("Leases") containing the Manufacturer's name and logo. It is agreed that, although Manufacturer's name and logo will appear on the Leases, Affiliated will be identified as the Lessor on all documents executed pursuant to this Agreement and that Manufacturer shall have no ownership rights in or to the Buyer Leases, related documents or Goods. At the leasestime Affiliated enters into a lease with the customer, licenses Manufacturer and occupancy agreements (including all amendmentsAffiliated will execute appropriate sale documentation, modifications and supplements thereto) with respect wherein Manufacturer will transfer clear title to the Properties as described Goods and provide its limited warranty to Affiliated. In exchange, Affiliated will pay Manufacturer in full for the Goods transferred. Manufacturer further agrees that all payments from Lessees made under the Leases shall be the property of Affiliated. Manufacturer further agrees that Affiliated shall have the first right of refusal on Schedule 3.2(c) attached hereto. There are no leasesall lease proposals wherein a prospective Lessee requests a lease arrangement while this Agreement is in effect, subleasesprovided, licenses or other occupancy agreements to which such Seller is however, Affiliated agrees that if the prospective Lessee has a party for all or any portion preference of such Seller’s Property, leasing the Goods from a company other than Affiliated, then in that case, the Leases set forth on Schedule 3.2(c) attached heretoproposed Lessee will be allowed to use his/her preferred leasing company. Such Leases (i) have not been amendedAffiliated shall be responsible for executing the Leases, supplemented or otherwise modified except as disclosed in billing and collecting payments from Lessees and taking any action including legal action necessary to enforce the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as terms of the date Leases. For purposes of this Agreement, Fixed Rent "Goods" means the personal property purchased by Affiliated hereunder, together with any accessories, attachments, parts and Additional Rent are currently being collected under repairs now or hereafter incorporated in or affixed to or used in connection with such Leases without offset, counterclaim or deductionGoods. Such Seller has made available to and includes Goods substituted for the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretooriginal Goods leased.

Leases. Such The information in the Rent Roll is true, correct, and complete in all material respects. Seller has made available or will pursuant to Section 4 and Section 7.3 deliver to Buyer true, accurate and complete copies of all of the Buyer the leases, licenses Leases and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There there are no leases, subleases, licenses licenses, occupancies or other occupancy agreements tenancies in effect pertaining to which such Seller is a party for all or any portion of such Seller’s the Real Property, other than and no persons, tenants or entities occupy space in the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amendedReal Property, supplemented or otherwise modified except as disclosed stated in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completedRoll. There are no tenant inducement costs with respect options or rights to renew, extend or terminate the Leases of such Seller’s Transferred Assets or expand any renewal thereof Lease premises, except as may be set forth shown in the Rent Roll and the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter brokerage commission or similar right under such Leases (collectivelyfee is due or unpaid by Seller with respect to any Lease, “Lease Options”)and there are no written or oral agreements that will obligate Buyer, except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such as Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto assignee, to pay any such commission or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant fee under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereofor extension, expansion or renewal thereof except as set forth on Schedule 3.2(c)(iii) Exhibit H attached hereto. The Leases and any guaranties thereof are in full force and effect, and are subject to no defenses, setoffs or counterclaims for the benefit of the 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 or other payments have been collected in advance for more than one (1) month and no rents or other deposits are held by Seller, except the security deposits described on the Rent Roll and rent for the current month except as set forth on Exhibit H attached hereto. Each rental concession, rental abatement or other benefit granted to Tenants under the Leases will have been fully utilized prior to the Close of Escrow.

Leases. Such To Seller’s knowledge, the information in the Rent Roll is true, correct, and complete. Seller has made available or will pursuant to Section 4 and Section 7.3 deliver to Buyer true, accurate and complete copies of all of the Buyer the leases, licenses Leases and occupancy agreements (including all amendments, modifications and supplements thereto) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There there are no leases, subleases, licenses licenses, occupancies or other occupancy agreements tenancies in effect pertaining to which such Seller is a party for all or any portion of such Seller’s the Real Property, other than and no persons, tenants or entities occupy space in the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amendedReal Property, supplemented or otherwise modified except as disclosed stated in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completedRoll. There are no tenant inducement costs options or rights to renew, extend or terminate the Leases or expand any Lease premises, except as shown in the Rent Roll or the Leases. Except as may be disclosed in the Due Diligence Items and/or the Leases, no brokerage commission or similar fee is due or unpaid by Seller with respect to the Leases of such any Lease, and there are no written or oral agreements that will obligate Buyer, as Seller’s Transferred Assets assignee, to pay any such commission or fee under any Lease or extension, expansion or renewal thereof. The Leases and any guaranties thereof are in full force and effect, and, to Seller’s knowledge, are subject to no defenses, setoffs or counterclaims for the benefit of the 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 as may be set forth provided in the Leases, 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 party has any purchase option, right of first refusal, right of first offer, right of reverter rent or similar right under such Leases other payments have been collected in advance for more than one (collectively, “Lease Options”)1) month and no rents or other deposits are held by Seller, except those the security deposits described on the Rent Roll and rent for the current month. Except for that certain lease with Xxxxx X. Xxxxxx, P.C. dated March 1, 2007, and the Sleep Center Lease which may be entered into during the term of this Agreement pursuant to Section 7.3.3, each rental concession, rental abatement or other benefit granted to Tenants relating under the Leases will have been fully utilized prior to the Lease Options referenced in Section 14.28 below, relating to the purchase Close of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoEscrow.

Leases. Such Seller The rent roll attached hereto as Schedule 3 together with the schedules and the exhibits attached to such rent roll (collectively, the "RENT ROLL") is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll. The Property is not subject to any Leases other than the Leases described in the Rent Roll and any existing subleases thereunder. No Person has made available any possessory interest in the Property or right to occupy the same except under and pursuant to the Buyer provisions of the leases, licenses Leases (and occupancy agreements any existing subleases thereunder). As of the date hereof (including all amendments, modifications i) Borrower is the owner and supplements theretoholder of the landlord's interest under each Lease; (ii) with respect to the Properties as described on Schedule 3.2(c) attached hereto. There there are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all prior assignments of the landlord's interest in any Lease or any portion of such Seller’s PropertyRents which are presently outstanding and have priority over the Assignment of Leases and Rents (the "ASSIGNMENT OF LEASES AND RENTS"), other than dated the date hereof, given by Borrower to Lender and intended to be duly recorded; (iii) true and correct copies of the Leases set forth on Schedule 3.2(c) attached hereto. Such have been delivered by Borrower to Lender and the Leases (i) have not been further modified or amended, supplemented or otherwise modified except as disclosed to Lender in the documents referenced writing on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect prior to the applicable leasehold interest. Except as set forth date hereof; (iv) each Lease is in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent full force and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(ieffect; (v) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth disclosed on the Rent Roll or in any tenant estoppels delivered to Lender in connection with the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases Loan (collectively, “Lease Options”the "TENANT ESTOPPELS"), except those Tenants relating neither Borrower nor, to the Lease Options referenced in Section 14.28 belowBorrower's knowledge, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received Lease is in default under any Lease Termination Payments as of the date hereofmaterial terms, covenants or provisions of the Lease, and, except as set forth on Schedule 3.2(c)(iii) attached hereto.disclosed to Lender in writing, Borrower knows of no event which, but

Leases. Such Seller Attached hereto as Exhibit "P-1" is a true and complete list of all agreements pursuant to which any person uses or occupies or has made available the right to use or occupy, any part of any Property, including all amendments thereto and modifications thereof (the "Leases"). To the Company's actual knowledge, all of the Leases are valid, in full force and effect and there are no monetary or material non-monetary defaults thereunder on the part of tenant or the landlord thereunder except as disclosed on Exhibit "P-2" attached hereto. To the Company's actual knowledge, no tenant under any Lease has any defense, set-off or claim or any basis for any defense or claim for reduction, deduction or set-off against the landlord thereunder or the rent under any such Lease or the other obligations owed by such tenant under such Lease. Except as disclosed on Exhibit "P-2", no tenant under a Lease has given the landlord thereunder written notice of any intent to terminate its Lease prior to the Buyer end of its stated term or otherwise to cease the leasesactive conduct of the tenant's business, licenses and occupancy agreements no tenant has paid any rent, additional rent or other charge of any nature for a period of more than thirty (including 30) days in advance. To the Company's actual knowledge, there are no brokerage or finders commissions or other compensation or fees payable after the date hereof by reason of the Leases or any extensions, expansions, renewals or modifications thereof, or that could be due in the future, all amendments, modifications and supplements thereto) with respect to amounts owing or owed to any exclusive leasing agent or pursuant to any exclusive leasing agreement with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are no leases, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease Options”), except those Tenants relating to the Lease Options referenced in Section 14.28 below, relating to the purchase of all or a portion of such Seller’s Property and listed on Schedule B attached hereto. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency Report, as of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoExhibit "P-2".

Leases. Such Seller has made available to the Buyer the leases, licenses and occupancy agreements (including all Not enter into any new lease or any amendments, modifications and supplements thereto) with respect to expansions or renewals of Tenant Leases, or terminate any Tenant Lease, without the Properties as described on Schedule 3.2(c) attached hereto. There are no leasesprior written consent of Purchaser, subleases, licenses or other occupancy agreements to which such Seller is a party for all or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases consent will (i) have not been amendedbe unreasonably withheld, supplemented delayed or otherwise modified except as disclosed in conditioned prior to the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached heretoContingency Date, and (ii) contain be in Purchaser’s sole discretion on and after the entire agreement between the relevant landlord and the applicable tenant named therein with respect Contingency Date. Furthermore, nothing herein shall be deemed to the applicable leasehold interest. Except as set forth in the Delinquency Report, require Purchaser’s consent to Sellers’ Knowledge as any expansion or renewal of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies of the Leasesa Tenant Lease which Seller, as applicablelandlord, is required to honor pursuant to any Tenant Lease. Except as set forth on Schedule 3.2(c)(i) attached heretoImmediately following the Effective Date, all tenant improvements and other construction work Seller shall deliver to be performed by such Seller under such Leases have been completedThe GAP, INC. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth in the Leases. No party has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “Lease OptionsGAP”), except those Tenants relating which is currently the sole Tenant of the Improvements, a Proposed Sale Notice (as defined in Section 6.2 of the Third Amendment to Lease (the “GAP Third Amendment”) dated September 8, 2005, by and between GAP and Mission Bay S26a/S28, LLC, as landlord) containing Basic Terms (as defined in the GAP Third Amendment) which are equivalent to the Lease Options referenced terms in Section 14.28 below, relating to the purchase of all or this Agreement and Seller shall deliver a portion copy of such Seller’s Property and listed on Schedule B attached heretoProposed Sale Notice to Purchaser. Except If Seller receives the Preliminary Interest Notice or the Election Notice (as set forth on Schedule 3.2(c)(ii) attached hereto or such terms are defined in the Delinquency ReportGAP Third Amendment) in response to such Proposed Sale Notice from GAP, as Seller shall immediately notify and provide Purchaser with copies of each such notice when received by Seller. In addition, if Seller obtains a written waiver from GAP of GAP’s right to purchase the Property pursuant to Section 6 of the date of this AgreementGAP Third Amendment (“GAP Waiver”), (i) Seller shall immediately deliver such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease and (ii) GAP Waiver to Sellers’ Knowledge, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached heretoPurchaser.

Leases. Such Seller has made available Attached hereto as Exhibit B is a complete, true and correct list of all Leases, and true and correct copies of all such Leases have been delivered to Purchaser prior to the Buyer execution of this Agreement. Except for the Leases referenced on the list of Leases attached hereto as Exhibit B and leases, licenses and amendments or other occupancy agreements (including which may be entered into by Seller pursuant to Section 7.1 hereof, there are no leases, rental agreements, licenses, license agreements or other occupancy agreements with tenants in effect which will affect the Property after Closing. To Seller’s knowledge, each Lease is in full force and effect in accordance with its terms, and no rent has been paid more than one month in advance. To Seller’s knowledge, except as may be described in Schedule 6.1.7 attached hereto, there exists no default by Seller or any tenant under any of the Leases. To Seller’s knowledge, Exhibit B-2 hereto identifies all amendments, modifications and supplements thereto) outstanding leasing commissions payable with respect to the Properties as described on Schedule 3.2(c) attached hereto. There are Leases, and no leases, subleases, licenses other brokerage or leasing commissions or other occupancy agreements to which such Seller compensation is a party for all due or any portion of such Seller’s Property, other than the Leases set forth on Schedule 3.2(c) attached hereto. Such Leases (i) have not been amended, supplemented or otherwise modified except as disclosed in the documents referenced on Schedule 3.2(c) attached hereto or stated on Schedule 3.2(n) attached hereto, and (ii) contain the entire agreement between the relevant landlord and the applicable tenant named therein payable with respect to the applicable leasehold interest. Except as set forth in the Delinquency Report, to Sellers’ Knowledge as or on account of the date of this Agreement, Fixed Rent and Additional Rent are currently being collected under such Leases without offset, counterclaim or deduction. Such Seller has made available to the Buyer true and complete copies any of the Leases, as applicable. Except as set forth on Schedule 3.2(c)(i) attached hereto, all tenant improvements Schedules 9.5.6-1 and other construction work to be performed by such Seller under such Leases have been completed. There are no tenant inducement costs with respect to the Leases of such Seller’s Transferred Assets or any renewal thereof except as may be set forth 9.5.6-2 and in the Leases. No party , (i) to Seller’s knowledge, no tenant is entitled to any concession, rebate, tenant improvement allowance, period of free occupancy, or period free of rent under its Lease or any other agreement with Seller, and (ii) to Seller’s knowledge, each tenant has any purchase option, right of first refusal, right of first offer, right of reverter or similar right under such Leases (collectively, “accepted the premises covered by its Lease Options”), except those Tenants relating to the Lease Options referenced and is in Section 14.28 below, relating to the purchase of all or a portion possession of such Seller’s Property and listed on Schedule B attached heretopremises in accordance with its Lease. Except as set forth on Schedule 3.2(c)(ii) attached hereto or in the Delinquency ReportSchedules 9.5.6-1 and 9.5.6-2, as to Seller’s knowledge all initial construction and installation work required of the date of this Agreement, (i) such Seller has not received any written notice from any tenant under a Lease claiming landlord is in default in its obligations as landlord under such Lease the Leases has been fully performed, paid for, and (ii) accepted by each tenant. Attached hereto as Exhibit B-3 is a true and complete list of all amounts actually billed by Seller to Sellers’ Knowledgetenants under Leases for the month of October, there exists no default by any tenant under any such Lease. Such Seller has not received any Lease Termination Payments as of the date hereof, except as set forth on Schedule 3.2(c)(iii) attached hereto2006.