Common use of Tenant Leases Clause in Contracts

Tenant Leases. Schedule 9.1(v) sets forth a true, correct and complete rent roll with respect to the Tenant Leases. True, correct and complete copies of all Tenant Leases have been provided to Buyer through the Data Room prior to the Effective Date, no Tenant Lease has been amended except as evidenced by amendments similarly provided and each Tenant Lease constitutes the entire agreement between the applicable Seller and the applicable Tenant. Except as set forth on Schedule 9.1(v): (i) to the knowledge of Sellers, each of the Tenant Leases is in full force and effect on the terms set forth therein; (ii) to the knowledge of Sellers, there are no defaults or circumstances which, with the giving of notice, the passage of time or both, would constitute a default by either party under any Tenant Lease; (iii) no Tenant has asserted in writing and, to the knowledge of Sellers, no Tenant has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Tenant Lease; (iv) no Tenant has prepaid any rent or other charges; (v) no Seller has any present or future obligation to provide any Tenant with an allowance to construct, or to construct at its own expense, any tenant improvements except as specifically set forth in each Tenant Lease or in any approved budgets; (vi) no Seller has any present or future obligation to pay any lease commissions with respect to any Tenant Lease and all such lease commissions have been paid in full; (vii) no Tenant has requested in writing a modification of its Tenant Lease, or a release of its obligations under its Tenant Lease or has given any written notice terminating its Tenant Lease, and no Tenant has been released of its obligations under its Tenant Lease; and (viii) no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any Tenant Lease.

Tenant Leases. Schedule 9.1(vAs of the Effective Date, the Property Owner is the lessor or landlord or the successor lessor or landlord under the Tenant Leases, and as of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects with respect to (i) sets the description of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete rent roll with respect to the Tenant Leases. True, correct and complete copies copy of all Tenant Leases have been provided to Buyer through the Data Room prior to the Effective Date, no Tenant Lease has been amended except as evidenced by (including all amendments similarly provided and each Tenant Lease constitutes the entire agreement between the applicable Seller and the applicable Tenant. Except as set forth on Schedule 9.1(v): (i) to the knowledge of Sellers, each of the Tenant Leases is in full force and effect on the terms set forth therein; (ii) to the knowledge of Sellers, there are no defaults or circumstances which, with the giving of notice, the passage of time or both, would constitute a default by either party under any Tenant Lease; (iii) no Tenant has asserted in writing and, to the knowledge of Sellers, no Tenant has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Tenant Lease; (iv) no Tenant has prepaid any rent or other charges; (v) no Seller has any present or future obligation to provide any Tenant with an allowance to construct, or to construct at its own expense, any tenant improvements except as specifically set forth in each Tenant Lease or in any approved budgets; (vi) no Seller has any present or future obligation to pay any lease commissions with respect to any Tenant Lease and all such lease commissions have been paid in full; (vii) no Tenant has requested in writing a modification of its Tenant Lease, or a release of its obligations under its Tenant Lease or has given any written notice terminating its Tenant Lease, and no Tenant has been released of its obligations under its Tenant Lease; and (viii) no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any Tenant Leasethereto).

Tenant Leases. Schedule 9.1(v) 3.44 sets forth a trueeach Tenant Lease. The Tenant Leases and the Improvements thereon are free and clear of all Liens other than Permitted Encumbrances. The Company is the original lessor (or has validly succeeded to the rights of the original lessor) under each of the Tenant Leases. Except for the rights of the Tenants, correct and complete rent roll as tenants only, pursuant to the Tenant Leases, no Person other than The Company will on any applicable Closing Date be in, or have any right or claim to, possession of any of the Tenant Leases. Other than the Tenant Leases, there are no leases, subleases, licenses or other occupancy agreements (written or oral) which grant any possessory interest in or to the Tower Sites or the Improvements thereon, or which grant other rights with respect to the Tenant Leases. True, correct and complete copies use of all Tenant Leases have been provided to Buyer through any of the Data Room prior to the Effective Date, no Tenant Lease has been amended except as evidenced by amendments similarly provided and each Tenant Lease constitutes the entire agreement between the applicable Seller and the applicable TenantTower Sites or Improvements thereon. Except as set forth on Schedule 9.1(v): 3.44-1: (ia) to the knowledge of Sellers, each of the Tenant Leases Lease is in full force and effect and is valid and binding on the terms parties thereto, except as enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies; (b) except as set forth thereinon Schedule 3.44-2, each Tenant existing has accepted possession of its premises under its Tenant Lease; (iic) to the knowledge of Sellers, Company is collecting the rent set forth in each Tenant Lease on a current basis and there are no defaults past due amounts thereunder; (d) except as expressly set forth in the Tenant Leases, no Tenant is entitled to any rental concessions or circumstances abatements in rent for any period subsequent to the Initial Closing Date; (e) the Company has not given notice to any Tenant claiming that the Tenant is in default under its Tenant Lease, which has not been cured, and, to the Company’s Knowledge, there is no event which, with the giving of notice, notice or the passage of time or both, would constitute such a default by either party under default; (f) except as set forth on Schedule 3.44-3, the Company has not received notice from any Tenant claiming that the Company is in default under the Lease, or claiming that there are defects in the Improvements, which default or defect remains in any manner uncured; (iiig) no the Company has not received notice from any Tenant has asserted in writing and, to the knowledge of Sellers, no Tenant has asserting any defense toclaims, offsets or claims against, rent payable by it or defenses of any nature whatsoever to the performance of its other obligations under its Tenant Lease; (iv) no Tenant has prepaid any rent or other charges; (v) no Seller has any present or future obligation to provide any Tenant with an allowance to construct, or to construct at its own expense, any tenant improvements except as specifically set forth in each Tenant Lease or in any approved budgets; (vi) no Seller has any present or future obligation to pay any lease commissions with respect to any Tenant Lease and all such lease commissions have been paid in full; (vii) no Tenant has requested in writing a modification of its Tenant Lease, or a release of its obligations under its Tenant Lease and, to the Company’s Knowledge, there is no event which, with the giving of notice or has given the passage of time or both, would constitute the basis of such claim, offset or defense; (h) except as expressly set forth in the Tenant Leases, there are no security deposits or prepaid rentals under any written notice terminating its of the Tenant Lease, and Leases; (i) no Tenant has been released Lease provides for nonmonetary rent or other consideration to the lessor thereunder, except for the rights of Tenants under the Tenant Leases to install and/or collocate certain emergency 9-1-1 antennas and other related equipment and certain obligations of the Company and its obligations under its affiliates to operate storm water management systems as set forth on Schedule 3.44-4; (j) no Tenant Leaseis an Affiliate of the Company; and (viiik) no guarantor the Company has been released not received or dischargedgiven notice of cancellation, voluntarily termination, non-renewal or involuntarily, or by operation rejection in bankruptcy of law, from any obligation under or in connection with any Tenant Lease.

Tenant Leases. Schedule 9.1(vAs of the Effective Date, the Property Owner is the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects with respect to (i) sets the description of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete rent roll with respect to the Tenant Leases. True, correct and complete copies copy of all Tenant Leases have been provided to Buyer through the Data Room prior to the Effective Date, no Tenant Lease has been amended except as evidenced by (including all amendments similarly provided and each Tenant Lease constitutes the entire agreement between the applicable Seller and the applicable Tenant. Except as set forth on Schedule 9.1(v): (i) to the knowledge of Sellers, each of the Tenant Leases is in full force and effect on the terms set forth therein; (ii) to the knowledge of Sellers, there are no defaults or circumstances which, with the giving of notice, the passage of time or both, would constitute a default by either party under any Tenant Lease; (iii) no Tenant has asserted in writing and, to the knowledge of Sellers, no Tenant has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Tenant Lease; (iv) no Tenant has prepaid any rent or other charges; (v) no Seller has any present or future obligation to provide any Tenant with an allowance to construct, or to construct at its own expense, any tenant improvements except as specifically set forth in each Tenant Lease or in any approved budgets; (vi) no Seller has any present or future obligation to pay any lease commissions with respect to any Tenant Lease and all such lease commissions have been paid in full; (vii) no Tenant has requested in writing a modification of its Tenant Lease, or a release of its obligations under its Tenant Lease or has given any written notice terminating its Tenant Lease, and no Tenant has been released of its obligations under its Tenant Lease; and (viii) no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any Tenant Leasethereto).

Tenant Leases. Schedule 9.1(v) sets forth Attached hereto as Exhibit D-1 is a truelist of all leases and any other licenses and occupancy agreements pursuant to which any person occupies, correct or has the right to occupy, space in the Project (which leases, agreements and complete rent roll other documents, and all amendments, modifications and supplements thereto, together with the lease documents entered into with respect to the Project after the date hereof pursuant to Section 5 below, are herein referred to collectively as the "Tenant Leases"). TrueExhibit D-1 also includes a correct (i) list of all security deposits currently being held by Seller in connection with the Tenant Leases, (ii) commencement date and expiration date for each Tenant Lease, (iii) [intentionally omitted], and (iv) list of any outstanding (current or future) free rent periods or rent abatements set forth in each Tenant Lease. Seller has made true, correct and complete copies of the Tenant Leases, together with all Tenant Leases have been provided to Buyer through the Data Room prior correspondence relating to the Effective Dateexercise or non-exercise of any rights of first offer to lease, rights of first refusal to lease or similar options, available to Purchaser on the due diligence website created for this transaction. Except for the Tenant Leases, Seller has not entered into any other leases or other occupancy agreements affecting the Project and, to Seller’s knowledge, except for the Tenant Leases, no Tenant Lease other third party has been amended except as evidenced by amendments similarly provided and each Tenant Lease constitutes entered into any other leases or other occupancy agreements affecting the entire agreement between the applicable Seller and the applicable TenantProject. Except as set forth on Schedule 9.1(v): (i) in the Tenants Leases, Seller has not granted any party any option to purchase the Project, rights of first refusal to purchase the Project or any licenses or other similar agreement with respect to the knowledge of SellersProject. To Seller's actual knowledge, each of the Tenant Leases is in full force and effect except as shown on the terms set forth therein; (ii) to the knowledge of SellersExhibit D-2 attached hereto, there are no defaults under any of the Tenant Leases and the Tenant Leases are in full force and effect. There are no brokerage commissions or circumstances which, fees due now or payable in the future in connection with the giving of noticeTenant Leases, the passage of time or both, would constitute a default by either party under any Tenant Lease; (iii) no Tenant has asserted in writing and, and all tenant improvement costs and work applicable to the knowledge of Sellers, no current term and space covered by the Tenant has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Tenant Lease; (iv) no Tenant has prepaid any rent or other charges; (v) no Seller has any present or future obligation to provide any Tenant with an allowance to construct, or to construct at its own expense, any tenant improvements except as specifically set forth in each Tenant Lease or in any approved budgets; (vi) no Seller has any present or future obligation to pay any lease commissions with respect to any Tenant Lease and all such lease commissions Leases have been paid completed and paid in full; (vii) no Tenant has requested in writing a modification of its Tenant Lease, or a release of its obligations under its except as shown on Exhibit D-3 attached hereto. With respect to the Tenant Lease or has given any written notice terminating its Tenant with STVT-AAI Education, Inc. (the “Ancora Lease”), and no Tenant has been released of its obligations under its Tenant the Delivery Date (as such terms is defined in the Ancora Lease; and (viii) no guarantor has been released or dischargedoccurred on March 21, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any Tenant Lease2019.

Tenant Leases. Schedule 9.1(v) sets forth All base rents and other fixed sums paid under the Tenant Leases for the Assets shall be prorated between Buyer and Sellers. All refundable Tenant Deposits held by Sellers under such Tenant Leases shall be paid to Buyer at Closing in the form of a truecredit against the Purchase Price due from Buyer at Closing. Sellers shall transfer their entire interests in any letters of credit or certificates of deposit held by them under such Tenant Leases as deposits and shall diligently cooperate with Buyer in obtaining any reissuance or confirmation of the effect of the transfer of such instruments. Buyer shall not be entitled to any credit or reimbursement for rent concessions granted by Sellers to any Tenants. All prepaid base rents and other fixed charges under the applicable Tenant Leases attributable to the period after Closing shall be credited to Buyer. Delinquent rents and other charges due Sellers under the Tenant Leases as of the date of Closing shall not be prorated. Buyer shall be credited in escrow with any leasing commissions, correct and complete rent roll tenant improvement allowances or other allowances to be paid by Buyer on or after the Closing Date with respect to the current term of any Tenant LeasesLease or Tenant Lease modification executed, or any extension term or expansion of premises exercised, in each case, on or before October 1, 2001. TrueSeller shall be credited in escrow with any leasing commissions, correct attorneys fees for drafting of leases, tenant improvement allowances, or other allowances actually paid by Seller before the Closing Date with respect to of any Tenant Lease or Tenant Lease modification executed, or any extension term or expansion of premises exercised, in each case, after October 1, 2001. Any percentage rent, real estate taxes, parking charges, operating and complete copies maintenance expenses, escalation rents or charges, electricity charges, cost of all living increases or any other charges of a similar nature other than fixed or base rent under the applicable Tenant Leases have been provided to Buyer through (collectively, the Data Room "Additional Rents") collected by Sellers prior to the Effective Closing Date shall be prorated as of the Closing Date between Buyer and Sellers. As soon as practicable following the Closing, Sellers shall provide Buyer with information regarding Additional Rents which were received by Sellers prior to Closing and the amount of reimbursable expenses paid by Sellers prior to Closing. On or before June 30, 2002, Buyer shall deliver to Sellers a reconciliation of all expenses reimbursable under the Tenant Leases, and the amount of Additional Rents received by Sellers and Buyer relating thereto (the "Reconciliation"). Upon reasonable notice and during normal business hours, each party shall make available to the other all information reasonably required to confirm the Reconciliation. In the event of any overpayment of Additional Rents by the tenants to Sellers, Sellers shall promptly, but in no event later than twenty (20) days after receipt of the Reconciliation, pay to Buyer the amount of such overpayment and Buyer, as the landlord under the particular Tenant Leases, shall pay or credit to each applicable tenant the amount of such overpayment. In the event of an underpayment of Additional Rents by the tenants to Sellers, Buyer shall pay to Sellers the amount of such underpayment within twenty (20) days following Buyer's receipt of any such amounts from the tenants. Any rents or other sums that are due and payable under any Tenant Leases on or prior to the Closing Date, no Tenant Lease but which have not been collected by Sellers on or prior to the Closing Date, or payment of which has been amended except as evidenced deferred until after the Closing Date (the "Arrears"), to the extent applicable to any period of time on or prior to the Closing Date, and which are paid after the Closing Date shall, subject to the terms below, be paid to Sellers and if the Arrears are received by amendments similarly provided Buyer, Buyer shall pay the Arrears to Sellers after collection by Buyer. Buyer shall use reasonable efforts (but shall not be required to commence legal action or terminate or evict a tenant) to collect or cause to be collected such Arrears following the Closing Date. Any and each Tenant Lease constitutes all rents so collected by Buyer following the entire agreement between the applicable Seller Closing (less a deduction for all reasonable collection costs and the applicable Tenant. Except as set forth on Schedule 9.1(v): expenses incurred by Buyer) shall be successively applied (iafter deduction for Buyer's reasonable collection costs and expenses) to the knowledge payment of (x) delinquent amounts due Buyer and (y) delinquent amounts due Sellers, each . If all or part of any rents or other charges received by Buyer following the Tenant Leases is in full force and effect on the terms set forth therein; (ii) Closing are allocable to Sellers pursuant to the knowledge of foregoing sentence, then such sums shall be promptly paid to Sellers, there are no defaults or circumstances which, with . Sellers reserves the giving of notice, the passage of time or both, would constitute a default by either party under right to pursue any Tenant Lease; (iii) no Tenant has asserted in writing and, to the knowledge of Sellers, no Tenant has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Tenant Lease; (iv) no Tenant has prepaid any rent or other charges; (v) no Seller has any present or future obligation to provide any Tenant with an allowance to construct, or to construct at its own expense, damages remedy Sellers may have against any tenant improvements except as specifically set forth in each Tenant Lease or in any approved budgets; (vi) no Seller has any present or future obligation to pay any lease commissions with respect to such Arrears, but shall have no right to exercise any Tenant other remedy under the Lease and all such lease commissions have been paid in full; (vii) no Tenant has requested in writing a modification of its Tenant Leaseincluding, without limitation, termination or a release of its obligations under its Tenant Lease or has given any written notice terminating its Tenant Lease, and no Tenant has been released of its obligations under its Tenant Lease; and (viii) no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any Tenant Leaseeviction).

Tenant Leases. Schedule 9.1(vExcept for the 6th Floor Lease, Seller shall not continue to offer the Property for lease after the Date of this Agreement. Seller shall provide Buyer with a copy of any correspondence with any tenant with whom Seller negotiates a 6th Floor LOI or a 6th Floor Lease at least two (2) sets business days prior to delivering the same to such tenant prospect or its broker and shall make any reasonable changes required by Buyer to any such communication. Seller shall immediately deliver to Buyer a copy of any correspondence received from the tenant prospect or its broker. Seller shall not enter into any new leases (including the 6th Floor Lease) or modifications of existing Tenant Leases nor waive performance of any tenant’s obligations under its lease without Buyer’s written consent, which consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that if Buyer requests changes or does not approve any changes for which Seller requests approval and Seller does not make the requested changes or makes the changes ADDENDUM A disapproved by Buyer then Buyer may elect to terminate this Agreement, the Exxxxxx Money shall be refunded to Buyer and Seller shall reimburse Buyer for its Transaction Costs. Buyer shall notify Seller in writing of its disapproval with an explanation of its objections thereto set forth in reasonable detail within three (3) business days of Buyer’s receipt of a truecopy of the proposed lease or lease modification, correct or Buyer shall be deemed to have disapproved the same. If the Closing occurs, Buyer shall bear all costs and complete rent roll with respect expenses related to the tenant improvements set forth on Exhibit K and Seller shall be responsible for all other costs and expenses related to any other tenant improvements as well as all costs and expenses related to the Tenant Leases. True, correct and complete copies any amendments, modifications, extensions, expansions, options or renewals of all existing Tenant Leases have been provided to Buyer through the Data Room prior to the Effective Date, no Tenant Lease has been amended except as evidenced by amendments similarly provided and each Tenant Lease constitutes the entire agreement between the applicable Seller and the applicable Tenant. Except as set forth on Schedule 9.1(v): 6th Floor Lease (iincluding, without limitation, tenant improvement costs, architects’ fees, attorneys’ fees, moving allowances and leasing commissions) to and the knowledge of Sellers, each of the Tenant Leases is in full force and effect on the terms set forth therein; (ii) to the knowledge of Sellers, there are no defaults or circumstances which, prorations at Closing shall include an allocation consistent with the giving foregoing. After the Date of noticethis Agreement, the passage of time or both, would constitute a default by either party Seller shall not apply any tenant security deposits to cure delinquencies under any Tenant Lease; (iii) no Leases and shall ensure that each Tenant has asserted in writing and, to paid any sums required under the knowledge of Sellers, no Tenant has any defense to, offsets or claims against, rent payable by it or the performance terms of its other obligations under Lease to maintain the security deposit in the amount required by its Tenant Lease; (iv) no Tenant has prepaid any rent or other charges; (v) no Seller has any present or future obligation to provide any Tenant with an allowance to construct, or to construct at its own expense, any tenant improvements except as specifically set forth in each Tenant Lease or in any approved budgets; (vi) no Seller has any present or future obligation to pay any lease commissions with respect to any Tenant Lease and all such lease commissions have been paid in full; (vii) no Tenant has requested in writing a modification of its Tenant Lease, or a release of its obligations under its Tenant Lease or has given any written notice terminating its Tenant Lease, and no Tenant has been released of its obligations under its Tenant Lease; and (viii) no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any Tenant Lease.

Tenant Leases. Schedule 9.1(v) sets forth Seller has heretofore delivered to Buyer a true, correct correct, and complete rent roll with respect roll, dated as of a date not earlier than ten (10) days prior to the Effective Date, for the Property Seller owns (the “Rent Roll”) of annual and monthly rents payable by all tenants under Leases, expiration dates of the Leases, and the amount of security deposit being held by Seller under each Lease, if any; a true copy of the Rent Roll is attached to this Agreement as Exhibit S. Seller has not granted any Tenant Leasesany rent concessions or extensions of time not reflected in the Rent Roll beyond reasonable and customary concessions and extensions in the ordinary course of business. TrueSeller has delivered to Buyer true, correct and complete copies of all Tenant the Leases have been provided to Buyer through the Data Room prior to in effect as of the Effective Date, and there are no Tenant Lease has been amended except as evidenced by amendments similarly provided and each Tenant Lease constitutes other agreements (written or oral) in effect which amend in any material respect, or waive any material right of Seller under, the entire agreement between Leases. Unless otherwise specified in the applicable Seller and the applicable Tenant. Except as set forth on Schedule 9.1(v): Rent Roll: (i) to the knowledge of Sellers, each of the Tenant Leases is are in full force and effect on the terms set forth therein; effect, (ii) no notice of default has been given to the knowledge of Sellers, there are no defaults or circumstances which, with the giving of notice, the passage of time or both, would constitute a default by either party under any Tenant Lease; which remains uncured and which would have a Material Adverse Effect on the Property, (iii) no Tenant has asserted in writing and, to the knowledge of SellersSeller’s knowledge, no Tenant has any material set off or claim, or defense toto the enforcement of any Lease, offsets (iv) Tenants are not in arrears in the payment of rent, additional rent or claims againstany other charges whatsoever due under any Lease in excess of the lesser of ten percent (10%) of the monthly amount due under the Lease or $10,000 in the aggregate per Tenant, rent payable by it or and to Seller’s knowledge, no Tenant is materially in default in the performance of its any other obligations of such Tenant under its Tenant Lease; (iv) no Tenant has prepaid any rent or other charges; , (v) no Seller has rentals have been prepaid under any present or future obligation to provide any Tenant with an allowance to constructof the Leases in excess of thirty (30) days, or to construct at its own expense, any tenant improvements except as specifically set forth in each Tenant Lease or in any approved budgets; (vi) no Seller currently holds the security deposits (if any) as reflected in the Rent Roll and has not given any present credit, refund, or future obligation to pay any lease commissions with respect set off against such security deposits to any Tenant Lease and all such lease commissions have been paid in full; Person, (vii) there is no Tenant has requested in writing a modification material unperformed work required on the part of its Tenant Leaseany landlord under any Lease applicable to the Property, or a release of its obligations under its Tenant Lease or has given any written notice terminating its Tenant Lease, and no Tenant has been released of its obligations under its Tenant Lease; and (viii) no guarantor concession or credit has been released given to any Tenant which would reduce the rent due to less than that shown on the Rent Roll, and (ix) other than on-site property managers, to Seller’s knowledge there are no Persons using or dischargedoccupying space in the Property as Tenants other than the Persons specifically named in the Leases. No brokerage or leasing commission or other compensation is or will be due or payable to any firm, voluntarily corporation or involuntarilyother entity with respect to or on account of the Leases applicable to the Property, except as set forth on the Rent Roll. Seller shall be solely responsible for all such fees and commissions heretofore paid for the current term of a Lease, and Buyer will be solely responsible for all fees and commissions due to any broker periodically after the Closing during the current term (as shown on the Rent Roll) or on any renewal, extension or expansion with regard to a Lease. Seller has not entered into any agreement with any broker or other party that would entitle such broker or party to a commission upon the exercise of any renewal options by any Tenant under the Leases applicable to the Property or by operation reason of lawthe extension or renewal of such Leases, from any obligation under except as is disclosed on the Rent Roll. There are no options or in connection with any Tenant Leaserights of first refusal affecting Seller’s Property, except as set forth on Exhibit K attached hereto, all of which are the subject of valid and binding waivers entered into by the holders of such rights.

Tenant Leases. Schedule 9.1(vAll base rents and other fixed sums due under the Tenant Leases for the applicable Assets shall be prorated between Buyer and Seller. All refundable Tenant Deposits held by Seller and Seller Subsidiaries under such Tenant Leases shall be paid to Buyer at Closing in the form of a credit against the Cash due from Buyer at Closing. Seller and Seller Subsidiaries shall transfer their entire interests in any letters of credit or certificates of deposit held by them under such Tenant Leases as deposits and shall diligently cooperate with Buyer in obtaining any reissuance or confirmation of the effect of the transfer of such instruments. Buyer shall not be entitled to any credit or reimbursement for rent concessions granted by Seller and Seller Subsidiaries to any Tenants. All prepaid base rents and other fixed charges under the applicable Tenant Leases attributable to the period after Closing shall be credited to Buyer. Delinquent rents and other charges due Seller and Seller Subsidiaries under the Tenant Leases as of the date of Closing shall not be prorated. Buyer shall be credited in escrow with: (i) sets forth a trueany leasing commissions, correct and complete rent roll tenant improvement allowances or other allowances to be paid by Buyer on or after the Closing Date with respect to the current term of any Tenant Leases. TrueLease or Tenant Lease modification executed, correct and complete copies or any extension term or expansion of all premises exercised, in each case, on or before September 1, 2000 excluding the two Tenant Leases have been provided with Century Theatres, Inc. (the "Theatre Tenant"), one dated December 17, 1999 for the Hilltop Property, and the other dated June 2000 for the Pleasant Hill Property (the "Theatre Leases"); and (ii) any leasing commissions, tenant improvement allowances or other allowances to be paid by Buyer through for Tenant Leases included by Seller to satisfy the Data Room threshold condition precedent set forth in PARAGRAPH 5.2.8; and Seller shall pay on or before the Closing Date all such items due and payable prior to the Effective Closing Date, no Tenant Lease has been amended except as evidenced by amendments similarly provided and each Tenant Lease constitutes . At the entire agreement between Closings for the applicable Seller Hilltop Plaza Property and the Pleasant Hill Property, as applicable Tenant. Except (as set forth on Schedule 9.1(v): to clauses (i) and (ii) hereinbelow), and as to any Closing (as to clause (iii) hereinbelow), Seller shall receive a credit for the following: (i) payments of the amount of the Building Allowance paid by Seller as of such Closing to the knowledge of Sellers, each Theatre Tenant pursuant to the Theatre Lease for the Hilltop Plaza Property and the costs and expenses incurred by Seller as of the Closing Date in connection with the preparation of the pad for the Theatre Tenant Leases is in full force accordance with and effect on the terms set forth thereinpursuant to that lease; (ii) all sums paid by Seller to the knowledge Theatre Tenant with respect to the 9,000 square foot "Retail Space" contiguous to the Theatre Tenant's premises pursuant to Section 5 of Sellers, there are no defaults or circumstances which, with the giving Work Letter to the Theatre Lease for the Pleasant Hill Property (and Buyer shall affirmatively assume the payment of notice, the passage of time or both, would constitute a default by either party under any Tenant Leasethat obligation at Closing); and (iii) no Tenant has asserted in writing andany leasing commissions, to the knowledge of Sellers, no Tenant has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Tenant Lease; (iv) no Tenant has prepaid any rent tenant improvement allowances or other charges; (v) no allowances paid by Seller has any present or future obligation to provide any Tenant with an allowance to construct, or to construct at its own expense, any tenant improvements except as specifically set forth in each Tenant Lease or in any approved budgets; (vi) no Seller has any present or future obligation to pay any lease commissions with respect to any Tenant Lease or Tenant Lease modification executed, or any extension, term or expansion of premises exercised, in each case, on or after September 1, 2000. Upon the Closing of Buyer's acquisition of the Hilltop Plaza Property, Buyer shall assume all tenant improvement obligations under the Theatre Lease for Hilltop Plaza. Seller shall only be entitled to a credit with respect to the costs and expenses described in clause (i) hereinabove relating to the pad preparation as to those costs and expenses that have actually been paid by Seller or the applicable Seller Subsidiary and are evidenced by invoices and evidence of payment of the contractors and suppliers reasonably satisfactory to Buyer. All other payments described above for which Seller is to receive a credit shall require reasonable proof of actual payment, such as canceled checks. Any percentage rent, real estate taxes, parking charges, operating and maintenance expenses, escalation rents or charges, electricity charges, cost of living increases or any other charges of a similar nature other than fixed or base rent under the applicable Tenant Leases (collectively, the "ADDITIONAL RENTS") collected by Seller prior to the Closing Date shall be prorated as of the Closing Date between Buyer and Seller. With respect to any percentage rent which has not yet been reported and/or paid by tenants under the Leases but which is attributable to any period prior to the Closing Date, Buyer shall pay to Seller at closing a reasonable estimated amount of such percentage rent applicable to such period based upon gross sales reported by such tenant for the current calendar year, which estimated payment shall be subject to Reconciliation described below. Prior to the end of the calendar year in which the Closing occurs, Seller shall provide Buyer with information regarding Additional Rents which were received by Seller and Seller Subsidiaries prior to Closing and the amount of reimbursable expenses paid by Seller prior to Closing. On or before the date which is sixty (60) days following the end of the calendar year in which the Closing occurs, Buyer shall deliver to Seller a reconciliation of all expenses reimbursable under the Tenant Leases, and the amount of Additional Rents received by Seller, Seller Subsidiaries and Buyer relating thereto (the "RECONCILIATION"). Upon reasonable notice and during normal business hours, each party shall make available to the other all information reasonably required to confirm the Reconciliation. In the event of any overpayment of Additional Rents by the tenants to Seller and Seller Subsidiaries Seller shall promptly, but in no event later than twenty (20) days after receipt of the Reconciliation, pay to Buyer the amount of such overpayment and Buyer, as the landlord under the particular Tenant Leases, shall pay or credit to each applicable tenant the amount of such overpayment. In the event of an underpayment of Additional Rents by the tenants to Seller and Seller Subsidiaries, Buyer shall pay to Seller the amount of such underpayment within twenty (20) days following Buyer's receipt of any such amounts from the tenants. Any rents or other sums that are due and payable under any Tenant Leases on or prior to the Closing Date, but which have not been collected by Seller or Seller Subsidiaries on or prior to the Closing Date, or payment of which has been deferred until after the Closing Date (the "ARREARS"), to the extent applicable to any period of time on or prior to the Closing Date, and which are paid after the Closing Date shall, subject to the terms below, be paid to Seller and if the Arrears are received by the Buyer, the Buyer shall pay the Arrears to the Seller after collection by the Buyer. Buyer shall use reasonable efforts (but shall not be required to commence legal action or terminate or evict a tenant) to collect or cause to be collected such Arrears following the Closing Date. Any and all such lease commissions have been paid in full; rents so collected by Buyer following the Closing (viiless a deduction for all reasonable collection costs and expenses incurred by Buyer) no Tenant has requested in writing a modification shall be successively applied (after deduction for Buyer's reasonable collection costs and expenses) to the payment of its Tenant Lease, or a release of its obligations under its Tenant Lease or has given any written notice terminating its Tenant Lease, and no Tenant has been released of its obligations under its Tenant Lease; (x) delinquent amounts due Buyer and (viiiy) delinquent amounts due Seller. If all or part of any rents or other charges received by Buyer following the Closing are allocable to Seller pursuant to the foregoing sentence, then such sums shall be promptly paid to Seller. Seller reserves the right to pursue any damages remedy Seller may have against any tenant with respect to such Arrears, but shall have no guarantor has been released right to exercise any other remedy under the Lease (including, without limitation, termination or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any Tenant Leaseeviction).

Tenant Leases. Schedule 9.1(v) sets forth There are no leases, subleases, occupancies or tenancies in effect pertaining to a trueProject, correct and complete rent roll with respect to except the Tenant Leases. True, correct Leases (all of which are listed on the Rent Roll(s) attached hereto as Schedule 8.3.2 and complete copies of included in the Due Diligence Materials together with all Tenant Leases have been provided to Buyer through the Data Room prior to the Effective Date, no Tenant Lease has been amended except as evidenced by amendments similarly provided and each Tenant Lease constitutes the entire agreement between the applicable Seller and the applicable Tenant. Except as set forth on Schedule 9.1(v): (i) to the knowledge of Sellers, each guaranties of the Tenant Leases is in full force and effect on the terms set forth therein; (ii) to the knowledge of SellersLease). To Dunham's knowledge, there are no uncured defaults or circumstances which, with under the giving of notice, the passage of time or both, would constitute a default by either party under any Tenant Lease; (iii) Leases and no Tenant has asserted in writing andasserted, to the knowledge of Sellers, no Tenant or has any defense to, offsets or claims against, against rent payable by it or the performance of its other obligations under its Tenant Lease; (iv) . To the best of Dunham's knowledge, all of the landlord's obligations under the Tenant Leases which accrued prior to the Effective Date have been performed. Xxxxxx has no reason to believe that any Tenant is or may become unable or unwilling to perform any or all of the Tenant's obligations under its Tenant Lease. All Tenants are in occupancy of their premises under their respective Tenant Leases, and, to the best of Dunham's knowledge, no Tenant has prepaid any rent intends to abandon its premises or other charges; (v) default under its Tenant Lease. To the best of Dunham's knowledge, no Seller has any present claim, controversy, dispute, quarrel or future obligation to provide disagreement exists between any Tenant with an allowance and Xxxxxx. All of the improvements to constructbe constructed by Xxxxxx, if any, contemplated under the Tenant Leases or as required therein and in all collateral agreements, plans and specifications respecting same have been completed as so required. Xxxxxx has not at any time waived any provision under any Tenant Lease, or granted any concessions to construct any Tenant not disclosed in such Tenant's Tenant lease. Neither Dunham's interest in the Tenant Leases nor any of the rentals due or to become due under the Tenant Leases has been, or will be, assigned, encumbered or subject to any liens at its own expense, the Closing. No leasing or brokerage fees or commissions of any tenant improvements except as specifically set forth in each Tenant Lease nature whatsoever shall be or in become due or owing to any approved budgets; (vi) no Seller has any present or future obligation to pay any lease commissions Person after the Closing with respect to any Tenant Lease and all such lease commissions have been paid in full; (vii) no Tenant has requested in writing a modification of its Tenant Lease, or a release of its obligations under its Tenant Lease or has given any written notice terminating its Tenant Lease, and no Tenant has been released of its obligations under its Tenant Lease; and (viii) no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any Tenant Lease.

Tenant Leases. Schedule 9.1(v) 2.2.5 sets forth a true, correct and complete copy of the list of the Tenant Leases and rent roll with respect to the Tenant Leases. TrueLeases prepared by Seller’s property manager and relied upon by Seller in the ordinary course of its business operations with respect to the Property, and Seller has made available to Purchaser for review a copy of each of the Tenant Leases in Seller’s possession, which are true, correct and complete copies of all the Tenant Leases have in all material respects. Neither Seller nor, to Seller’s Knowledge, any tenant is in breach or default of any Tenant Leases and Seller has not given nor received any written notice of any breach or default under any of the Tenant Leases which has not been provided to Buyer through cured. No rents due under any of the Data Room Tenant Leases are presently assigned, hypothecated or encumbered by Seller, other than in connection with any mortgage encumbering the Property which shall be satisfied prior to or in connection with the Effective DateClosing. Except as set forth in Schedule 2.2.5, there are no outstanding Leasing Costs, in each case in connection with the current term of occupancy or any extension thereof of tenants under the Tenant Lease has been amended except as evidenced by amendments similarly provided and each Tenant Lease constitutes the entire agreement between the applicable Seller and the applicable TenantLeases. Except as set forth on Schedule 9.1(v): (i) to the knowledge of Sellers2.2.5, each no rent under any of the Tenant Leases is has been prepaid (except for rental for the current month and payments that are required to be made in full force and effect on advance pursuant to the terms set forth therein; (ii) to and provisions of the knowledge of Sellers, there are no defaults or circumstances which, with the giving of notice, the passage of time or both, would constitute a default by either party under any Tenant Lease; (iii) no Tenant has asserted in writing and, to the knowledge of Sellers, no Tenant has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Tenant Lease; (iv) no Tenant has prepaid any rent or other charges; (v) no Seller has any present or future obligation to provide any Tenant with an allowance to construct, or to construct at its own expense, any tenant improvements Leases and except as specifically for prepayments set forth in each the Tenant Lease or in any approved budgets; (vi) no Leases). No tenant has notified Seller has any present or future obligation to pay any lease commissions with respect to any Tenant Lease and all such lease commissions have been paid in full; (vii) no Tenant has requested in writing a modification of its Tenant Lease, or a release of its obligations under intent to terminate its Tenant Lease or has given any written notice terminating its prior to expiration of the term of such Tenant Lease. Prior to Closing, Seller will deliver to Purchaser an updated rent roll signed by a representative of Seller which shall contain updated information prepared by Seller’s property manager, current as of no earlier than five (5) Business Days prior to Closing and shall replace the rent roll attached hereto as part of Schedule 2.2.5 for all purposes under this Agreement; provided, however, that the foregoing shall in no way limit Purchaser’s rights in the event that the rent roll attached hereto as part of Schedule 2.2.5 is not true, correct and complete as of the date of this Agreement. Seller does not hold any letters of credit or other security under any of the Tenant has been released Leases other than in the form of its obligations under its Tenant Lease; and (viii) no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any Tenant Leasea cash security deposit.

Tenant Leases. Schedule 9.1(v) sets forth All base rents and other fixed sums paid under the Tenant Leases for the Assets shall be prorated between Buyer and Sellers. All refundable Tenant Deposits held by Sellers under such Tenant Leases shall be paid to Buyer at Closing in the form of a truecredit against the Purchase Price due from Buyer at Closing. Sellers shall transfer their entire interests in any letters of credit or certificates of deposit held by them under such Tenant Leases as deposits and shall diligently cooperate with Buyer in obtaining any reissuance or confirmation of the effect of the transfer of such instruments. Buyer shall not be entitled to any credit or reimbursement for rent concessions granted by Sellers to any Tenants. All prepaid base rents and other fixed charges under the applicable Tenant Leases attributable to the period after Closing shall be credited to Buyer. Delinquent rents and other charges due Sellers under the Tenant Leases as of the date of Closing shall not be prorated. Buyer shall be credited in escrow with any leasing commissions, correct and complete rent roll tenant improvement allowances or other allowances to be paid by Buyer on or after the Closing Date with respect to the current term of any Tenant LeasesLease or Tenant Lease modification executed, or any extension term or expansion of premises exercised, in each case, on or before October 1, 2001. TrueSeller shall be credited in escrow with any leasing commissions, correct attorneys fees for drafting of leases, tenant improvement allowances, or other allowances actually paid by Seller before the Closing Date with respect to of any Tenant Lease or Tenant Lease modification executed, or any extension term or expansion of premises exercised, in each case, after October 1, 2001. Any percentage rent, real estate taxes, parking charges, operating and complete copies maintenance expenses, escalation rents or charges, electricity charges, cost of all living increases or any other charges of a similar nature other than fixed or base rent under the applicable Tenant Leases have been provided to Buyer through (collectively, the Data Room "ADDITIONAL RENTS") collected by Sellers prior to the Effective Closing Date shall be prorated as of the Closing Date between Buyer and Sellers. As soon as practicable following the Closing, Sellers shall provide Buyer with information regarding Additional Rents which were received by Sellers prior to Closing and the amount of reimbursable expenses paid by Sellers prior to Closing. On or before June 30, 2002, Buyer shall deliver to Sellers a reconciliation of all expenses reimbursable under the Tenant Leases, and the amount of Additional Rents received by Sellers and Buyer relating thereto (the "RECONCILIATION"). Upon reasonable notice and during normal business hours, each party shall make available to the other all information reasonably required to confirm the Reconciliation. In the event of any overpayment of Additional Rents by the tenants to Sellers, Sellers shall promptly, but in no event later than twenty (20) days after receipt of the Reconciliation, pay to Buyer the amount of such overpayment and Buyer, as the landlord under the particular Tenant Leases, shall pay or credit to each applicable tenant the amount of such overpayment. In the event of an underpayment of Additional Rents by the tenants to Sellers, Buyer shall pay to Sellers the amount of such underpayment within twenty (20) days following Buyer's receipt of any such amounts from the tenants. Any rents or other sums that are due and payable under any Tenant Leases on or prior to the Closing Date, no Tenant Lease but which have not been collected by Sellers on or prior to the Closing Date, or payment of which has been amended except as evidenced deferred until after the Closing Date (the "ARREARS"), to the extent applicable to any period of time on or prior to the Closing Date, and which are paid after the Closing Date shall, subject to the terms below, be paid to Sellers and if the Arrears are received by amendments similarly provided Buyer, Buyer shall pay the Arrears to Sellers after collection by Buyer. Buyer shall use reasonable efforts (but shall not be required to commence legal action or terminate or evict a tenant) to collect or cause to be collected such Arrears following the Closing Date. Any and each Tenant Lease constitutes all rents so collected by Buyer following the entire agreement between the applicable Seller Closing (less a deduction for all reasonable collection costs and the applicable Tenant. Except as set forth on Schedule 9.1(v): expenses incurred by Buyer) shall be successively applied (iafter deduction for Buyer's reasonable collection costs and expenses) to the knowledge payment of (x) delinquent amounts due Buyer and (y) delinquent amounts due Sellers, each . If all or part of any rents or other charges received by Buyer following the Tenant Leases is in full force and effect on the terms set forth therein; (ii) Closing are allocable to Sellers pursuant to the knowledge of foregoing sentence, then such sums shall be promptly paid to Sellers, there are no defaults or circumstances which, with . Sellers reserves the giving of notice, the passage of time or both, would constitute a default by either party under right to pursue any Tenant Lease; (iii) no Tenant has asserted in writing and, to the knowledge of Sellers, no Tenant has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Tenant Lease; (iv) no Tenant has prepaid any rent or other charges; (v) no Seller has any present or future obligation to provide any Tenant with an allowance to construct, or to construct at its own expense, damages remedy Sellers may have against any tenant improvements except as specifically set forth in each Tenant Lease or in any approved budgets; (vi) no Seller has any present or future obligation to pay any lease commissions with respect to such Arrears, but shall have no right to exercise any Tenant other remedy under the Lease and all such lease commissions have been paid in full; (vii) no Tenant has requested in writing a modification of its Tenant Leaseincluding, without limitation, termination or a release of its obligations under its Tenant Lease or has given any written notice terminating its Tenant Lease, and no Tenant has been released of its obligations under its Tenant Lease; and (viii) no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any Tenant Leaseeviction).

Tenant Leases. Schedule 9.1(v) sets forth a true, correct All Rents and complete rent roll collected income for the month of Closing under Tenant Leases in effect on the Closing Date shall be prorated as of the Closing Date. Assignee shall be credited with any Rents and other income collected by Assignor before the Closing Date but applicable to any period of time from and after the Closing Date. Any Rents received by Assignor after the Closing with respect to time periods from and after the Tenant LeasesClosing Date shall be promptly delivered to Assignee. TrueAssignee shall apply Rents from Tenants that are collected after the Closing Date first to the obligations then owing to Assignee for its period of ownership, correct and complete copies of all Tenant Leases have been provided remitting the balance, if any, to Buyer through any Rents obligations due Assignor. Notwithstanding the Data Room foregoing, to the extent incurred prior to the Effective Closing, Reimbursable Payments shall not be apportioned or adjusted on the Closing Date, no Tenant Lease has been amended except shall belong in their entirety to Assignor and shall be retained by Assignor and/or paid over to Assignor by Assignee, as evidenced by amendments similarly provided applicable, on an as, if and each Tenant Lease constitutes the entire agreement between the applicable Seller and the applicable Tenant. Except as set forth on Schedule 9.1(v): (i) to the knowledge of Sellerswhen collected basis, each of the Tenant Leases is in full force and effect on the terms set forth therein; (ii) to the knowledge of Sellers, there are no defaults or circumstances which, with the giving of notice, the passage of time or both, would constitute a default by either party under any Tenant Lease; (iii) no Tenant has asserted in writing andprovided, to the knowledge extent a payment is made by a Tenant which is specifically designated as being on account of Sellersone or more Reimbursable Payments due to Assignor, no Tenant has any defense toby reference to a charge, offsets invoice number or claims againstotherwise, rent payable by it or the performance of its other obligations under its Tenant Lease; (iv) no Tenant has prepaid any rent or other charges; (v) no Seller has any present or future obligation to provide any Tenant with an allowance to construct, or to construct at its own expense, any tenant improvements except then same shall be treated as specifically set forth in each Tenant Lease or in any approved budgets; (vi) no Seller has any present or future obligation to pay any lease commissions with respect to any Tenant Lease and all such lease commissions have been paid in full; (vii) no Tenant has requested in writing a modification of its Tenant Lease, or a release of its obligations under its Tenant Lease or has given any written notice terminating its Tenant LeaseReimbursable Payment, and no Tenant has been released shall be paid over to Assignor promptly upon receipt thereof. Overage Rent for the calendar year in which the Closing occurs shall be apportioned between Assignor and Assignee as of its obligations under its Tenant Lease; the Closing Date provided, if, prior to the Closing, Assignor shall receive any installment of Overage Rent attributable to Overage Rent for periods from and (viii) no guarantor has been released or dischargedafter the Closing, voluntarily or involuntarilysuch sum shall be apportioned at the Closing and if, or after the Closing, Assignee shall receive any installment of Overage Rent attributable to Overage Rent for periods prior to the Closing, such sum shall be paid by operation Assignee to Assignor promptly after Assignee receives payment thereof. If, after the Closing, Assignor shall receive any installment of lawOverage Rent attributable to Overage Rent for periods after the Closing, from any obligation under or in connection with any Tenant Leasesuch sum shall be paid by Assignor to Assignee promptly after Assignor receives payment thereof.

Tenant Leases. Schedule 9.1(vThe Tenant Leases listed on Exhibit E attached hereto are the only leases, licenses and occupancy agreements affecting the Office Condominium as of the Agreement Date in which Assignor holds the lessor's, licensor's or grantor's interest and, with the exception of the Development Lease (Office Condominium) sets forth a and (a) there are no other leases, licenses or occupancy agreements affecting the Office Condominium (other than subleases, licenses or occupancy agreements which may have been entered into by the Tenants if permitted under such Tenant Leases); (b) Assignor has made copies of all Tenant Leases available to Assignee, which copies are, to Assignor’s actual knowledge, true, complete and correct in all material respects, and to Assignor’s actual knowledge, the Tenant Leases represents the entire agreement between Assignor and such Tenants with respect to the Office Condominium; (c) as of the date hereof, to Assignor’s actual knowledge, Assignor, as lessor under the Tenant Leases, has not received any written notice of any default by Assignor under the Tenant Leases which has not been cured, nor has Assignor delivered written notice to any Tenant of any default by any such Tenant under the Tenant Leases which has not been cured; (d) to Assignor’s actual knowledge, Assignor has not received any written notice from any Tenant asserting any defense, offset or claim against, rent or additional rent payable by such Tenant under its Tenant Lease or right to cancel or terminate its Tenant Lease, which has not been cured; (e) there are no tenant improvement allowances or landlord’s contributions due and payable by Assignor under the Tenant Leases or outstanding work to be performed by Assignor under the Tenant Leases (excepting, in each case, any of the foregoing that may become due and payable or be required to be performed after the date hereof pursuant to the terms of the Tenant Leases); (f) to Assignor’s actual knowledge, no Tenant is in arrears in the payment of rent for any period in excess of thirty (30) days; (g) the rent roll for the Office Condominium attached hereto as Exhibit F-9 is true, correct and complete rent roll with respect to the Tenant Leases. True, correct and complete copies of in all Tenant Leases have been provided to Buyer through the Data Room prior to the Effective Date, no Tenant Lease has been amended except as evidenced by amendments similarly provided and each Tenant Lease constitutes the entire agreement between the applicable Seller and the applicable Tenant. Except as set forth on Schedule 9.1(v): (i) to the knowledge of Sellers, each of the Tenant Leases is in full force and effect on the terms set forth therein; (ii) to the knowledge of Sellers, there are no defaults or circumstances which, with the giving of notice, the passage of time or both, would constitute a default by either party under any Tenant Lease; (iii) no Tenant has asserted in writing and, to the knowledge of Sellers, no Tenant has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Tenant Lease; (iv) no Tenant has prepaid any rent or other charges; (v) no Seller has any present or future obligation to provide any Tenant with an allowance to construct, or to construct at its own expense, any tenant improvements except as specifically set forth in each Tenant Lease or in any approved budgets; (vi) no Seller has any present or future obligation to pay any lease commissions with respect to any Tenant Lease and all such lease commissions have been paid in full; (vii) no Tenant has requested in writing a modification of its Tenant Lease, or a release of its obligations under its Tenant Lease or has given any written notice terminating its Tenant Lease, and no Tenant has been released of its obligations under its Tenant Lease; and (viii) no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any Tenant Leasematerial respects.

Tenant Leases. Schedule 9.1(v) sets forth a true, correct and complete rent roll with respect to Seller shall not (unless required under the terms of the Tenant LeasesLease), without the prior approval of Purchaser, which approval may be withheld or conditioned in Purchaser's sole and absolute discretion, in any respect execute any additional lease affecting the Real Property or amend, modify or terminate, or waive any rights under, a Tenant Lease. True, correct Between the date of this Agreement and complete copies of all Tenant Leases have been provided to Buyer through the Data Room prior to the Effective Closing Date, no Seller shall not consent (unless required under the terms of a Tenant Lease has been amended except as evidenced Lease) to any assignment or sublease requested by amendments similarly provided a Tenant without the prior approval of Purchaser, which approval may not be unreasonably withheld. Seller shall not, without Purchaser's prior written consent (which consent may be withheld or conditioned in Purchaser's sole and each Tenant Lease constitutes the entire agreement between the applicable Seller and the applicable Tenant. Except as set forth on Schedule 9.1(v): absolute discretion) (i) apply all or any portion of any Tenant Security Deposit to the knowledge of Sellers, each of the Tenant Leases is in full force and effect on the terms set forth therein; (ii) any delinquent rentals or to the knowledge of Sellers, there are no defaults or circumstances which, with the giving of notice, the passage of time or both, would constitute a cure any other default by either party under any Tenant Lease; , or (iiiii) no accept payment of rentals or other sums due from any Tenant has asserted in writing andadvance of more than one (1) month of the due date. Unless required under the terms of such Tenant Lease, Seller shall not renew or extend a Tenant Lease, between the date of this Agreement and the Closing Date, without the prior approval of Purchaser, which approval may not be unreasonably withheld. Unless requested under the terms of such Tenant Lease, after the date which is five (5) business days prior to the knowledge expiration of Sellersthe Inspection Period, no Seller shall not renew or extend a Tenant has any defense toLease without the prior approval of Purchaser, offsets which may be withheld by Purchaser in its sole and absolute discretion. Purchaser must respond to a request by Seller for the approval by Purchaser of a proposed extension or claims againstrenewal within two (2) business days of the request by Seller for such approval. If Purchaser does not respond to Seller's request for approval within such two (2) business day period, rent payable then the proposed renewal or extension shall be deemed approved by it or Purchaser. The foregoing notwithstanding, Seller, without the performance consent of its other obligations under its Purchaser, shall have the right (a) to enter into a new Tenant Lease; (iv) no Tenant has prepaid any rent or other charges; (v) no Seller has any present or future obligation Lease for the unleased space in the Condominium Units, using Seller's standard form lease at the rental rates acceptable to provide any Tenant Purchaser and in accordance with an allowance to construct, or to construct at its own expense, any tenant improvements except as specifically the Leasing Criteria set forth in each Exhibit U hereof, and (b) to amend Tenant Lease or in any approved budgets; (vi) no Leases for such adjustments as Seller has any present or future obligation deems reasonable and prudent to accommodate the substantial completion of the tenant fit-up required under such leases and the actual rent commencement date of such leases, provided, however, such amendments do not adversely affect the obligations of Tenants to pay any lease commissions with respect to any Tenant Lease rent from and all such lease commissions have been paid in full; (vii) no Tenant has requested in writing a modification of its Tenant Lease, or a release of its obligations under its Tenant Lease or has given any written notice terminating its Tenant Lease, and no Tenant has been released of its obligations under its Tenant Lease; and (viii) no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any Tenant Leaseafter the Closing Date.