Common use of Affirmative Covenants of Seller Clause in Contracts

Affirmative Covenants of Seller. (a) Seller, at Seller's sole cost and expense, shall until the earlier of, the Closing Date or termination of this Agreement, keep and perform or cause to be performed in all material respects: (i) all obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any of the following: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunder. (c) From the date of Seller's acceptance hereof to the earlier of the Closing Date or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any manner. (d) Seller shall notify Purchaser promptly if Seller becomes aware of any transactions or occurrence prior to the Closing Date which would make any of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respect. (e) Any vacant rentable space in the Real Property will be placed into Rent Ready Condition which is defined to be that all walls are patched and freshly painted, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean condition. (f) Seller agrees to cooperate with Purchaser's accountants (at no cost or expense to Seller) relative to the performance by said accountants of an audit of Seller's books and records relating to the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to Seller whereupon Purchaser shall obtain a return of the Deposit and Seller shall reimburse Purchaser for the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effect.

Affirmative Covenants of Seller. (a) Seller, at Seller's sole cost and expense, Seller shall until the earlier of, the Closing Date or termination promptly notify Buyer of this Agreement, keep and perform or cause any event and/or condition which is likely to be performed in all material respects: (i) all obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreementhave a Material Adverse Effect. (b) From the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree give notice to do any Buyer of the following:following (accompanied by an Officer’s Certificate setting forth details of the occurrence referred to therein and stating what actions Seller has taken or proposes to take with respect thereto): (i) Enter into any transaction in respect to promptly upon receipt of notice or affecting the Proper out knowledge of the ordinary course occurrence of businessany Default or Event of Default; (ii) Except for Seller's execution with respect to any Purchased Loan sold to Buyer hereunder, immediately upon receipt of New Leasesany Principal Payment (in full or in part); (iii) with respect to any Purchased Loan sold to Buyer hereunder, as provided in Section 4.3(e)immediately upon receipt of notice or knowledge that the related Mortgaged Property has been damaged by waste, sellfire, encumberearthquake or earth movement, windstorm, flood, tornado or grant any interest in the Property in any form or manner whatsoeverother casualty, or otherwise perform or permit any act which will diminish or otherwise damaged so as to affect Purchaser's interest under this Agreement or in adversely the value of such Mortgaged Property, or which will prevent Seller's full performance of its obligations hereunder.; (civ) From the date promptly upon receipt of Seller's acceptance hereof to the earlier notice or knowledge of the Closing Date (i) any Purchased Loan which becomes a Defaulted Loan, (ii) any lien or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property security interest (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgmentsecurity interests created hereby) on, or claim asserted against, any Purchased Loan or, to Seller’s knowledge, the underlying collateral therefor or (iii) any event or change in circumstances that has or could reasonably be expected to have an adverse affect on the Market Value of a Purchased Loan; and (v) promptly, and in any event within 10 days after service of process on any of the following, give to Buyer notice of all litigation, actions, suits, arbitrations, investigations (including, without limitation, any mechanics' liens of the foregoing which may be filed against the Propertyare pending or threatened) which or other legal or arbitrable proceedings affecting Seller or affecting any of the indemnified parties may suffer assets of Seller before any Governmental Authority that (i) questions or sustain as a result challenges the validity or enforceability of any of the exercise by Purchaser of its rights Transaction Documents or any action to be taken in connection with the transactions contemplated hereby, (and that of its Permitteesii) to enter upon the Property makes a claim or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder claims in coverage amounts of not less an aggregate amount greater than $1,000,000.00 per occurrence. If 5,000,000, or (iii) which, individually or in the Closing does not occur for any reasonaggregate, Purchaser will restore if adversely determined could reasonably be likely to have a Material Adverse Effect. (or cause to be restored), c) Seller shall provide Buyer with copies of such documents as Buyer may reasonably request evidencing the Property to its former condition to truthfulness of the extent Purchaser or its Permittees have altered or damaged the Property representations set forth in any mannerSection 10. (d) Seller shall notify Purchaser promptly if Seller becomes aware defend the right, title and interest of any transactions or occurrence prior Buyer in and to the Closing Date which would make any Purchased Loans against, and take such other action as is necessary to remove, the liens, security interests, claims, encumbrances, charges and demands of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectall Persons (other than security interests granted to Buyer hereunder). (e) Any vacant rentable space in Seller will permit Buyer or its designated representative to inspect any of Seller’s records with respect to all or any portion of the Real Property will be placed into Rent Ready Condition which is defined to be that all walls are patched Purchased Loans and freshly paintedthe conduct and operation of its business related thereto, each space to be demised has a fully-fixtured at such reasonable times and operable bathroomwith reasonable frequency requested by Buyer or its designated representative, and to make copies of extracts of any and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean conditionthereof. (f) If any amount payable under or in connection with any of the Purchased Loans shall be or become evidenced by any promissory note, other instrument or chattel paper (as each of the foregoing is defined under the UCC), such note, instrument or chattel paper shall be immediately delivered to Buyer or its designee, duly endorsed in a manner satisfactory to Buyer or if any collateral or other security shall subsequently be delivered to Seller agrees in connection with any Purchased Loan, Seller shall immediately deliver or forward such item of collateral or other security to cooperate Buyer or its designee, together with Purchaser's accountants such instruments of assignment as Buyer may request. (at no cost g) Seller shall provide (or expense cause to be provided to) Buyer with the following financial and reporting information: (i) the Monthly Statement; (ii) within 10 days of Seller) relative ’s receipt, all operating statements and occupancy information that Seller or Servicer has received relating to the performance Portfolio Loans; (iii) the Quarterly Report; (iv) the Financial Covenant Compliance Certificate; (v) as soon as available and in any event within fifty-five (55) days after the end of each of the first three quarterly fiscal periods of each fiscal year of Seller, the unaudited, consolidated balance sheets of Seller, which shall incorporate its consolidated subsidiaries, as at the end of such period and the related unaudited, consolidated statements of income and retained earnings and of cash flows for Seller, which shall incorporate its consolidated Subsidiaries, for such period and the portion of the fiscal year through the end of such period, accompanied by an Officer’s Certificate of Seller, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations Seller and its consolidated Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments); (vi) within sixty (60) days following the end of each quarter, or within one hundred twenty (120) days following the end of each fiscal year, as the case may be, an Officer’s Certificate of Seller in form and substance reasonably satisfactory to Buyer that Seller during such fiscal period or year has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in the Agreement and the other Transaction Documents to be observed, performed or satisfied by it, and that there has been no Event of Default and no event or circumstance has occurred that is reasonably likely to result in a Material Adverse Effect; (vii) as soon as available and in any event within one hundred (100) days after the end of each fiscal year of Seller, the consolidated balance sheets of Seller, which shall incorporate its consolidated Subsidiaries, if any, as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for Seller, which shall incorporate its consolidated Subsidiaries, if any, for such year, accompanied by an opinion thereon of independent certified public accountants of an recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (viii) within ten (10) Business Days after Buyer’s reasonable request, such further information with respect to the operation of any Mortgaged Property, Purchased Loan, the financial affairs of the Seller and any Plan and Multiemployer Plan as may be requested by Buyer, including all business plans prepared by or for Seller's ; provided, however, that with respect to information not previously known to, or in the possession of, Seller relating to any Multiemployer Plan, Seller shall only be required to provide such information as may be obtained through good faith efforts; (ix) within sixty (60) Business Days after the end of each calendar year, such information as may be reasonably requested by Buyer, its successors and assigns, and transferees, in connection with the Portfolio Loans, and that are necessary for the party requesting such information in preparing its tax return and paying taxes in any country or jurisdiction where such tax return or taxes are due; and (x) such other reports as Buyer shall reasonably require. (h) Seller shall at all times comply in all material respects with all laws, ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets and Seller shall do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business. (i) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (j) Seller shall advise Buyer in writing of the opening of any new chief executive office or the closing of any such office and of any change in Seller’s name or the places where the books and records relating pertaining to the PropertyPurchased Securities are held not less than the later of fifteen (15) Business Days prior to taking any such action or 90 days before any financial statement filing will lapse, lose perfection or become materially misleading. (k) Seller shall observe, perform and satisfy all the terms, provisions, covenants and conditions required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. If Purchaser's auditors Seller shall request pay and discharge all taxes, levies, liens and other charges, if any, on its assets and on the Purchased Loans that, in each case, in any manner would create any lien or charge upon the Purchased Loans, except for any such taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP. (l) Seller to execute shall maintain its existence as a representation letter addressed limited liability company, organized solely and in good standing under the law of the State of Delaware and shall not dissolve, liquidate, merge with or into any other Person or otherwise change its organizational structure or identity or incorporate in any other jurisdiction. (m) Seller shall maintain all records with respect to the auditors and Seller Purchased Loans and the auditors cannot agree on conduct and operation of its business with no less a degree of prudence than if the content thereofPurchased Loans were held by Seller for its own account and will furnish Buyer, Purchaser may terminate this Agreement at any time prior upon request by Buyer or its designated representative, with information reasonably obtainable by Seller with respect to the Closing Date Purchased Loans and the conduct and operation of its business. (n) Seller shall provide Buyer with notice of each modification of any Purchased Loan Documents consented to by written Seller (including such modifications which do not constitute a Significant Modification). (o) Seller shall provide Buyer with notice to Seller whereupon Purchaser shall obtain a return of the Deposit and occurrence of any “appraisal reduction event”, “control appraisal period” or similar event under any participation agreement related to any Purchased Loan. (p) Seller shall reimburse Purchaser provide Buyer with reasonable access to operating statements, the occupancy status and other property level information, with respect to the Mortgaged Properties, plus any such additional reports as Buyer may reasonably request. (q) Seller may propose, and Buyer will consider but shall be under no obligation to approve, strategies for the actual costs of Purchaser's appraisal and environmental study foreclosure or other realization upon the security for any Purchased Loan that has become a Defaulted Loan. (r) Seller shall not cause any Purchased Loan to be serviced by any servicer other than a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effectservicer expressly approved in writing by Buyer.

Affirmative Covenants of Seller. During the term of this Agreement and so long as any Transaction is in effect hereunder (for purposes hereof, all references to the term “Seller” in this Section 11 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date): (a) SellerSeller shall notify Buyer of any Material Adverse Effect promptly following receipt by Seller of notice or obtaining actual knowledge thereof; provided, at Seller's sole cost and expensehowever, that nothing in this Section 11 shall until the earlier of, the Closing Date or termination relieve Seller of this Agreement, keep and perform or cause to be performed in all material respects: (i) all its obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From Seller shall provide Buyer with copies of such documents as Buyer may reasonably request evidencing the date truthfulness of the representations set forth in Section 9, to the extent such documents are in Seller’s possession or reasonably obtainable by Seller. (c) Seller (i) shall defend the right, title and interest of Buyer in and to the Collateral against, and take such other action as is necessary to remove, the liens, security interests, claims and demands of all Persons (other than security interests by or through Buyer) and (ii) shall, at Buyer’s reasonable request, take all action necessary to ensure that Buyer will have a first priority security interest in the Purchased Loans subject to any of the Transactions in the event such Transactions are recharacterized as secured financings. (d) Seller shall notify Buyer and the Depository of the occurrence of any Default or Event of Default as soon as possible but in no event later than the second (2nd) Business Day after obtaining actual knowledge of such event. (e) Seller shall give notice to Buyer of the following (accompanied by an officer’s certificate setting forth details of the occurrence referred to therein and stating what actions Seller has taken or proposes to take with respect thereto, as applicable): (i) with respect to any Purchased Loan sold to Buyer hereunder, promptly following receipt of any unscheduled Principal Payment (in full or in part); (ii) with respect to any Purchased Loan sold to Buyer hereunder, promptly following receipt by Seller of notice or knowledge that the related Mortgaged Property has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as, in each case, to materially adversely affect the value of such Mortgaged Property; (iii) promptly following receipt of notice by Seller or knowledge of (i) the occurrence of any payment default or other material default under the Purchased Loan Documents for any Purchased Loan, (ii) any lien or security interest (other than security interests created hereby) on, or claim asserted against, any Purchased Loan or, to the best knowledge of Seller's acceptance hereof to the earlier of, the Closing Date underlying collateral therefor or termination (iii) any event or change in circumstances that has or could reasonably be expected to have a material adverse effect on the Market Value of this Agreementa Purchased Loan; (iv) promptly, Seller shall not do, suffer or permit or agree to do and in any event within three (3) Business Days after service of process on any of the following, give to Buyer notice of all litigation, actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened) or other legal or arbitrable proceedings affecting Seller or affecting any of the assets of Seller before any Governmental Authority that (i) questions or challenges the validity or enforceability of any of the Transaction Documents or any action to be taken in connection with the transactions contemplated hereby, (ii) makes a claim or claims in an aggregate amount greater than $100,000, or (iii) which, individually or in the aggregate, if adversely determined could reasonably be likely to have a Material Adverse Effect; and (v) promptly following receipt of notice by Seller, or Seller having knowledge, of the loss of Sponsor’s status as a REIT. (f) Seller shall deliver to Buyer (i) notice of the occurrence of any Purchased Loan Event of Default promptly (and in any event not later than two (2) Business Days) after the earlier of the date that Seller receives notice or has actual knowledge thereof and (ii) any other information with respect to any Purchased Loan as may be reasonably requested by Buyer from time to time. (g) Seller will permit Buyer or its designated representative to inspect Seller’s records with respect to the Collateral and the conduct and operation of its business related thereto upon reasonable prior written notice from Buyer or its designated representative, at such reasonable times and with reasonable frequency, and to make copies of extracts of any and all thereof, subject to the terms of any confidentiality agreement between Buyer and Seller. Buyer shall act in a commercially reasonable manner in requesting and conducting any inspection relating to the conduct and operation of Seller’s business. (h) At any time from time to time upon the reasonable request of Buyer, at the sole expense of Seller, Seller will promptly and duly execute and deliver to Buyer such further instruments and documents and take such further actions as Buyer may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement including the security interests granted hereunder and of the rights and powers herein granted (including, among other things, filing such UCC financing statements as Buyer may reasonably request). If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to Buyer, duly endorsed in a manner reasonably satisfactory to Buyer, to be held as Collateral pursuant to this Agreement, and the documents delivered in connection herewith. (i) Seller shall provide Buyer with the following financial and reporting information: (i) Enter into any transaction in respect to or affecting Within 45 days after the Proper out last day of each of the ordinary course first three fiscal quarters in any fiscal year, Sponsor’s unaudited, consolidated statements of businessincome and statements of changes in cash flow for such quarter and balance sheets as of the end of such quarter, in each case presented fairly in accordance with GAAP and certified as being true and correct by an officer’s certificate; (ii) Except Within 120 days after the last day of its fiscal year, Sponsor’s audited, consolidated statements of income and statements of changes in cash flow for Seller's execution such year and balance sheets as of New Leasesthe end of such year, in each case presented fairly in accordance with GAAP, and accompanied, in all cases, by an unqualified report of Xxxxx Xxxxxxxx LLP or another independent certified public accounting firm reasonably acceptable to Buyer; (iii) Within 30 days after the last day of each calendar month, any and all property level financial information (including without limitation rent rolls and operating statements) received with respect to the Purchased Loan by Seller or an Affiliate during such calendar month; and (iv) Within 45 days after the last day of each quarter in any fiscal year, an officer’s certificate from Master Seller addressed to Buyer certifying that, as provided of the end of such quarter, (x) no Default or Event of Default exists and (y) Sponsor is in compliance with the financial covenants set forth in Section 4.3(e5 of the Guaranty (including a calculation of each such financial covenant), sell, encumber, or grant any interest . Notwithstanding anything to the contrary contained in the Property in any form or manner whatsoever, this Section 11 or otherwise perform or permit in this Agreement, Seller’s failure to deliver any act which will diminish or otherwise affect Purchaser's interest financial statements required pursuant to this Section 11(i) shall not constitute an Event of Default under this Agreement to the extent that such financial statements have been publicly posted on the official website of Sponsor or in its parent or appropriately filed with the Property, SEC. Seller shall use reasonable efforts to deliver electronic notice to Buyer promptly after the posting of any financial statements required to be delivered hereunder to Sponsor’s website or which will prevent Seller's full performance the filing of its obligations hereundersame with the SEC together with a link to such posted or filed financial statements. (cj) From Seller shall at all times comply in all material respects with all laws, ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets and Seller shall do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business. (k) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (l) Seller shall observe, perform and satisfy all the date terms, provisions, covenants and conditions required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. Seller shall pay and discharge all Taxes, levies, liens and other charges on its assets and on the Collateral that, in each case, in any manner would create any lien or charge upon the Collateral, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP in all material respects. Seller shall timely file all Tax returns required to be filed by it or with respect to all or any portion of the Collateral. (m) Seller shall advise Buyer in writing of the opening of any new chief executive office or the closing of any such office and of any change in Seller's acceptance hereof ’s name or organizational structure or the places where the books and records pertaining to the earlier Purchased Loan are held not less than fifteen (15) Business Days prior to taking any such action. (n) Seller will maintain records with respect to the Collateral and the conduct and operation of its business with no less a degree of prudence than if the Closing Date or termination of this AgreementCollateral were held by Seller for its own account and will furnish Buyer, upon reasonable advance notice from Purchaser request by Buyer or its designated representative, with reasonable information reasonably obtainable by Seller with respect to the Collateral and the conduct and operation of its business. (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvementso) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") provide Buyer with reasonable access to any operating statements, any occupancy status and entry upon the Property to examine, inspect, measure and test the Property and access any other property level information with respect to the office of Seller to review Seller's books and records relating Mortgaged Properties, plus any such additional reports as Buyer may reasonably request, in each case to the operation thereof. extent in Seller’s possession. (p) Seller shall have the right to require covenants and agrees that a representative of neither Seller may accompany any or all of the Permittees. If Purchaser desires to nor Sponsor will knowingly: (i) conduct any environmental sampling business, nor engage in any transaction or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling)dealing, Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testingProhibited Person, including, but not limited to, an environmental engineer the making or consultant designated by Seller (in connection with receiving of any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's requestcontribution of funds, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgmentgoods, or claim services, to or for the benefit of a Prohibited Person; or (includingii) engage in or conspire to engage in any transaction that evades or avoids, without limitationor has the purpose of evading or avoiding, any mechanics' liens which may be filed against the Property) which or attempts to violate, any of the indemnified parties may suffer or sustain as a result of the exercise by Purchaser of its rights prohibitions set forth in Executive Order 13224 issued on September 24, 2001. Seller further covenants and agrees to deliver (and that of its Permitteesfrom time to time) to enter upon the Property Buyer any such certification or the office other evidence as may be requested by Buyer in its sole and absolute discretion, confirming that neither of Seller pursuant nor Sponsor has, to this Section 7.1(c). Prior to the best knowledge of Seller, engaged in any such entrybusiness, Purchaser (transaction or its Permittees) will deliver to Seller dealings with a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of Prohibited Person, including, but not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored)limited to, the Property making or receiving of any contribution of funds, goods, or services, to its former condition or for the benefit of a Prohibited Person. (q) Master Seller, and to the extent Purchaser applicable, each Series Seller, shall maintain its existence as a limited liability company, organized solely and in good standing under the law of the State of Delaware (unless Seller shall have given Buyer at least ten (10) Business Days’ prior written notice that Seller intends to change the jurisdiction of its organization) and shall not dissolve, liquidate, merge with or into any other Person or otherwise change its Permittees have altered organizational structure or damaged the Property documents or incorporate or organize in any mannerother jurisdiction, without the prior written approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed. (dr) Seller may propose, and Buyer will consider, but shall be under no obligation to approve, strategies for the foreclosure or other realization upon the security for any Purchased Loan with respect to which a Purchased Loan Event of Default has occurred. (s) Seller shall notify Purchaser promptly if Seller becomes aware of not cause any transactions or occurrence prior to the Closing Date which would make any of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respect. (e) Any vacant rentable space in the Real Property will be placed into Rent Ready Condition which is defined Purchased Loan to be that all walls are patched and freshly painted, each space to be demised has serviced by any servicer other than a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is servicer expressly approved in broom-clean conditionwriting by Buyer. (f) Seller agrees to cooperate with Purchaser's accountants (at no cost or expense to Seller) relative to the performance by said accountants of an audit of Seller's books and records relating to the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to Seller whereupon Purchaser shall obtain a return of the Deposit and Seller shall reimburse Purchaser for the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effect.

Affirmative Covenants of Seller. (a) SellerSeller shall promptly notify Buyer of any material adverse change in its business operations and/or financial condition; provided, at Seller's sole cost and expensehowever, that nothing in this Section 12 shall until the earlier of, the Closing Date or termination relieve Seller of this Agreement, keep and perform or cause to be performed in all material respects: (i) all its obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any provide Buyer with copies of such documents as Buyer may reasonably request evidencing the truthfulness of the following: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided representations set forth in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunder10. (c) From Seller (1) shall defend the date right, title and interest of Seller's acceptance hereof Buyer in and to the earlier Collateral against, and take such other action as is necessary to remove, the Liens, security interests, claims and demands of the Closing Date all Persons (other than security interests by or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance through Buyer) and shall be two (2) business days shall, at Buyer’s reasonable request, take all action necessary to ensure that Buyer will have a first priority security interest in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is Purchased Loans subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain Transactions in the event such Transactions are recharacterized as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannersecured financings. (d) Seller shall notify Purchaser promptly if Seller becomes aware Buyer and the Depository of the occurrence of any transactions Default or occurrence prior Event of Default with respect to Seller as soon as possible but in no event later than the Closing Date which would make any second (2nd) Business Day after obtaining actual knowledge of such event. Buyer acknowledges and agrees that the representations or and warranties of with respect to each individual Purchased Loan set forth on Exhibit VI attached hereto shall be made by Seller contained in Section 7.2 hereof not only on the related Purchase Date for such Purchased Loan. Notwithstanding the foregoing, Seller shall disclose to Buyer any such representation and warranty with respect to each individual Purchased Loan set forth on Exhibit VI attached hereto regarding which it has knowledge that such representation and warranty shall no longer be true and correct in any material respectrespect after the related Purchase Date or which could no longer be made on a subsequent date after such Purchase Date (except to the extent such untrue representation and warranty was disclosed to Buyer as an exception to the representations and warranties with respect to such Purchased Loan made on the related Purchase Date and was accepted by Buyer in connection with the approval of such Purchased Loan for inclusion in a Transaction). (e) Any vacant rentable space With respect to each fixed rate Purchased Loan, Seller shall enter into Hedging Transactions pursuant to a hedging strategy acceptable to Buyer in Buyer’s good faith business judgment and pledge such Hedging Transactions to Buyer as Collateral (including, without limitation, to the Real Property extent such Hedging Transactions are entered into with a party other than Buyer, delivering a collateral assignment of such Hedging Transactions in form and substance acceptable to Buyer). Seller acknowledges Buyer will be placed into Rent Ready Condition which is defined xxxx to be that all walls are patched market such Hedging Transactions from time to time in accordance with and freshly painted, each space subject to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean conditionterms of this Agreement. (f) Seller agrees shall promptly (and in any event not later than three (3) Business Days following receipt) deliver to cooperate with Purchaser's accountants Buyer (at no cost or expense to Selleri) relative any written notice of the occurrence of an event of default received by Seller pursuant to the performance Purchased Loan Documents and (ii) any other information with respect to the Purchased Loans as may be reasonably requested by said accountants Buyer from time to time. (g) Seller will permit Buyer or its designated representative to inspect Seller’s records with respect to the Collateral and the conduct and operation of an audit its business related thereto upon reasonable prior written notice from Buyer or its designated representative, at such reasonable times and with reasonable frequency, and to make copies of extracts of any and all thereof, subject to the terms of any confidentiality agreement between Buyer and Seller's books , and records if no such confidentiality agreement then exists between Buyer and Seller, Buyer and Seller shall act in accordance with customary market standards regarding confidentiality. Buyer shall act in a commercially reasonable manner in requesting and conducting any inspection relating to the Propertyconduct and operation of Seller’s business. (h) At any time from time to time upon the reasonable request of Buyer, at the sole expense of Seller, Seller will promptly and duly execute and deliver such further instruments and documents and take such further actions as Buyer may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement including the first priority security interest granted hereunder and of the rights and powers herein granted (including, among other things, filing such UCC financing statements as Buyer may reasonably request). If Purchaser's auditors any amount payable under or in connection with any of the Collateral shall request be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to Buyer, duly endorsed in a manner reasonably satisfactory to Buyer, to be held as Collateral pursuant to this Agreement, and the documents delivered in connection herewith. (i) Seller shall provide Buyer with the following financial and reporting information: (i) Within 45 days after the last day of each of the first three fiscal quarters in any fiscal year, Guarantor’s and Seller’s unaudited consolidated balance sheets as of the end of such quarter, in each case certified as being true and correct by an officer’s certificate; (ii) Within 90 days after the last day of its fiscal year, Guarantor’s audited and Seller’s unaudited (or, if generated by Seller, Seller’s audited) consolidated statements of income and statements of changes in cash flow for such year and balance sheets as of the end of such year, in each case presented fairly in accordance with GAAP, and accompanied, in the case of Guarantor, by an unqualified report of a nationally recognized independent certified public accounting firm or any other accounting firm consented to execute a representation letter by Buyer in its reasonable discretion; (iii) Within 30 days after the last day of each calendar month, any and all property level financial information (including, without limitation, operating and financial statements) with respect to the Purchased Loans that was received during the preceding calendar month and is in the possession of Seller or an Affiliate, including, without limitation, rent rolls and income statements; (iv) Within 45 days after the last day of each calendar quarter in any fiscal year, an officer’s certificate from Seller addressed to the auditors and Buyer certifying that, as of such calendar month, (x) Seller and Guarantor are in compliance in all material respects with all of the auditors cannot agree terms and requirements of this Agreement, (y) Guarantor is in compliance with the financial covenants set forth in the Guaranty (including therein detailed calculations demonstrating such compliance) and (z) no Event of Default exists; and (v) With respect to the Purchased Loans and related Mortgaged Properties: (x) within 30 days after the last day of each calendar month, Seller’s monthly operations report covering occupancy, collections, delinquencies, losses, recoveries, cash flows and such other property level information as may reasonably be requested by Buyer and (y) within 30 days after the last day of each calendar quarter in any fiscal year, an asset management report prepared by Seller or Guarantor. Notwithstanding the foregoing, the requirement to deliver financial statements will be satisfied at any such time as such financial statements are publicly posted on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to Seller whereupon Purchaser shall obtain a return official web site of the Deposit Guarantor or appropriately filed with the United States Securities and Exchange Commission. (j) Seller shall at all times comply in all material respects with all laws, ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets and Seller shall reimburse Purchaser do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business. (k) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (l) Seller shall observe, perform and satisfy all the actual costs terms, provisions and covenants required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. Seller shall pay and discharge all taxes, levies, liens and other charges on its assets and on the Collateral that, in each case, in any manner would create any lien or charge upon the Collateral, except for any such taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided, in all material respects, in accordance with GAAP. (m) Seller will maintain records with respect to the Collateral and the conduct and operation of Purchaser's appraisal its business with no less a degree of prudence than if the Collateral were held by Seller for its own account and environmental study will furnish Buyer, upon reasonable request by Buyer or its designated representative, with reasonable information reasonably obtainable by Seller with respect to a maximum amount the Collateral and the conduct and operation of $8,500.00 its business. (n) Seller shall provide Buyer with reasonable access to operating statements, the occupancy status and this Agreement shall become null and void and of no further force or effectother property level information, with respect to the Mortgaged Properties, plus any such additional reports (in each case, to the extent in Seller’s possession) as Buyer may reasonably request.

Affirmative Covenants of Seller. (a) SellerSeller shall use commercially reasonable efforts to promptly notify Buyer of any change in its business operations and/or financial condition that would be reasonably likely to have a Material Adverse Effect; provided, at Seller's sole cost and expense, shall until the earlier ofhowever, the Closing Date or termination of this Agreement, keep and perform or cause to be performed in all material respects: (i) all obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any deliver such notice in accordance with this Section 12(a) shall not give rise to an Event of such Legal Requirements would adversely affect Seller's ability to consummate Default; provided, further, that nothing in this Section 12 shall relieve Seller of its obligations under this Agreement. (b) From the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer provide Buyer with copies of such documents as Buyer may reasonably request and which are in Seller’s possession or permit or agree to do any control evidencing the truthfulness of the following: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided representations set forth in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunder10. (c) From Seller (1) shall defend the date right, title and interest of Seller's acceptance hereof Buyer in and to the earlier Collateral against, and take such other action as is necessary to remove, the Liens of the Closing Date all Persons (other than security interests by or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance through Buyer and shall be two Permitted Liens) and (2) business days shall, at Buyer’s reasonable request, take all action necessary to ensure that Buyer will have a first priority security interest in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is Purchased Loans subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain Transactions in the event such Transactions are recharacterized as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannersecured financings. (d) Seller shall notify Purchaser promptly if Seller becomes aware Buyer and the Depository of the occurrence of any transactions Default or occurrence prior Event of Default of which Seller has written notice or Actual Knowledge and which has not otherwise been disclosed pursuant to the Closing Date which would make any of the representations or warranties of Seller contained reports delivered in accordance with Section 7.2 hereof not true in any material respect12(i). (e) Any vacant rentable space With respect to each fixed rate Purchased Loan, Seller shall enter into Hedging Transactions designed to mitigate interest rate risk (i.e. not credit risk) pursuant to a hedging strategy reasonably acceptable to Buyer and pledge such Hedging Transactions to Buyer as Collateral (including, without limitation, to the extent such Hedging Transactions are entered into with a party other than Buyer, delivering a collateral assignment of such Hedging Transactions in form and substance acceptable to Buyer). Seller acknowledges Buyer will xxxx to market such Hedging Transactions from time to time in accordance with and subject to the Real Property will be placed into Rent Ready Condition which is defined to be that all walls are patched and freshly painted, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean conditionterms of this Agreement. (f) Seller agrees shall promptly (and in any event not later than three (3) Business Days following receipt) deliver to cooperate with Purchaser's accountants Buyer (at no cost or expense to Selleri) relative any written notice of the occurrence of an event of default received by Seller pursuant to the performance Purchased Loan Documents and (ii) any other information with respect to the Purchased Loans within Seller’s possession or control as may be reasonably requested by said accountants Buyer from time to time. (g) Seller will permit Buyer or its designated representative to inspect at Buyer’s sole cost and expense (so long as an Event of Default has not occurred and is not continuing) Seller’s records which are not privileged or confidential (but excluding for this purpose all information received from Mortgagors or other obligors on the Purchased Loans) and the conduct and operation of its business related thereto upon reasonable prior written notice from Buyer or its designated representative, at such reasonable times and with reasonable frequency (not to exceed twice per calendar year, so long as an audit Event of Default has not occurred and is not continuing), subject to the terms of any confidentiality agreement between Buyer and Seller and applicable law, and if no such confidentiality agreement then exists between Buyer and Seller's books , Buyer and records Seller shall act in accordance with customary market standards regarding confidentiality and applicable law. Buyer shall act in a commercially reasonable manner in requesting and conducting any inspection relating to the Propertyconduct and operation of Seller’s business. (h) At any time from time to time upon the reasonable request of Buyer, at the sole expense of Seller, Seller will promptly and duly execute and deliver such further instruments and documents and take such further actions as Buyer may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement including the first priority security interest granted hereunder and of the rights and powers herein granted (including, among other things, filing such UCC financing statements as Buyer may reasonably request). If Purchaser's auditors any amount payable under or in connection with any of the Collateral shall request be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to Buyer, duly endorsed in a manner reasonably satisfactory to Buyer, to be held as Collateral pursuant to this Agreement, and the documents delivered in connection herewith. (i) Seller shall provide Buyer with the following financial and reporting information: (i) Within 45 days after the last day of each of the first three fiscal quarters in any fiscal year, Guarantor’s and (to execute the extent prepared separately from Guarantor) Seller’s unaudited consolidated balance sheets as of the end of such quarter, in each case certified as being true and correct by an officer’s certificate; (ii) Within 90 days after the last day of its fiscal year, Guarantor’s audited and (to the extent prepared separately from Guarantor) Seller’s unaudited (or, if generated by Seller, Seller’s audited) consolidated statements of income and statements of changes in cash flow for such year and balance sheets as of the end of such year, in each case presented fairly in accordance with GAAP, and accompanied, in the case of Guarantor, by an unqualified report of a representation letter nationally recognized independent certified public accounting firm, Deloitte & Touche LLP or any other accounting firm consented to by Buyer in its reasonable discretion; (iii) Within 30 days after the last day of each calendar month, any and all property level financial information (including, without limitation, operating and financial statements) with respect to the Purchased Loans that was received during the preceding calendar month and is in the possession of Seller or an Affiliate, including, without limitation, rent rolls and income statements; (iv) Within 30 days after the last day of each calendar quarter in any fiscal year, an officer’s certificate from Seller addressed to the auditors and Buyer certifying that, as of such calendar month, (x) Seller and Guarantor are in compliance in all material respects with all of the auditors canterms and requirements of this Agreement, (y) Guarantor is in compliance with the financial covenants set forth in the Guaranty (including therein detailed calculations demonstrating such compliance) and (z) no Event of Default has occurred and is continuing; and (v) With respect to the Purchased Loans and related Mortgaged Properties: (x) within 30 days after the last day of each calendar month, Seller’s monthly operations report covering occupancy, collections, delinquencies, losses, recoveries, cash flows and such other property level information as may reasonably be requested by Buyer and (y) within 30 days after the last day of each calendar quarter in any fiscal year, an asset management report prepared by Seller or Guarantor. (j) Seller shall at all times comply with all laws, ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets, except to the extent any failure thereof is not agree reasonably likely to result in a Material Adverse Effect. Seller shall do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business. (k) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (l) Seller shall observe, perform and satisfy all the terms, provisions and covenants required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. Seller shall pay and discharge all Taxes, levies, liens and other charges on its assets and on the content thereofCollateral that, Purchaser may terminate this Agreement at in each case, in any time prior manner would create any Lien upon the Collateral, except for Permitted Liens or similar charges. (m) Seller will maintain records with respect to the Closing Date Collateral and the conduct and operation of its business with no less a degree of prudence than if the Collateral were held by Seller for its own account. (n) In the event that Guarantor terminates BXMT Advisors L.L.C. as Guarantor’s external manager pursuant to the Amended and Restated Management Agreement, dated as of March 26, 2013, between Guarantor and BXMT Advisors L.L.C., any replacement external manager or switch to internal management shall be subject to Buyer’s prior written notice approval, not to Seller whereupon Purchaser shall obtain a return of the Deposit and Seller shall reimburse Purchaser for the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force be unreasonably withheld, conditioned or effectdelayed.

Affirmative Covenants of Seller. Prior to the Closing, unless Buyer has otherwise consented, Seller will cause BGH Holdings, BRH Holdings and the Companies to take the following actions: (a) SellerContinue to conduct operations at all locations at which operations are presently conducted, at Seller's sole cost but only in the ordinary and expenseusual course of business, shall until including, without limitation, the earlier observance by the Companies of their historical practices and timing with respect to the purchase of raw materials and the creation and sale of finished goods inventory. (b) Use reasonable commercial efforts to retain employees and preserve present business relationships with customers, suppliers and others having dealings with BGH Holdings, BRH Holdings or the Companies, and continue to compensate its employees consistent with past custom and practice. (c) Maintain its assets in the same operating condition that existed on the date hereof, ordinary wear and tear excepted, and to notify Buyer of any loss of, damage to or destruction of any material asset. (d) Maintain its books, accounts and records consistent with past practice and in accordance with the Closing Date or termination of this Agreement, keep and perform or cause to be performed principles used in all material respects: (i) all obligations the preparation of the lessor under the Leases, and (ii) all obligations financial statements referred to in Section 4.06 of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (be) From the date of Seller's acceptance hereof Continue its historical practices with respect to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any of the following: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance maintenance and protection of its obligations hereunder. (c) From the date of Seller's acceptance hereof to the earlier of the Closing Date or termination of this Agreementtrademarks, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance trade names, corporate names, copyrights, trade secrets, licenses and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any manner. (d) Seller shall notify Purchaser promptly if Seller becomes aware of any transactions or occurrence prior to the Closing Date which would make any of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respect. (e) Any vacant rentable space in the Real Property will be placed into Rent Ready Condition which is defined to be that all walls are patched and freshly painted, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean conditionproprietary rights. (f) Comply in all material respects with applicable legal requirements and contractual obligations. (g) Maintain the current insurance upon its assets and properties and with respect to the conduct of its business. (h) Promptly inform Buyer in writing of any event or circumstance that has or could reasonably be expected to have a material adverse effect upon BGH Holdings, BRH Holdings or the Companies or the business, financial condition, results of operation or operations thereof, all considered as a whole. (i) Permit Buyer and its employees and agents to have reasonable access to its books, records, contracts, leases, key management personnel, plants and equipment as Buyer shall reasonably request, except in cases where Seller agrees reasonably determines that such information or access is competitively sensitive, in which event the parties will work in good faith to cooperate with Purchaser's accountants (at no cost attempt to have the information or expense access provided in a format or manner, or subject to additional agreed upon restrictions, that are reasonably acceptable to Seller. (j) relative Use reasonable commercial efforts to cause the satisfaction of all conditions to Buyer's or Seller's obligations to close to the performance by said accountants extent satisfaction of an audit such conditions is in the control of Seller's books , BGH Holdings, BRH Holdings or the Companies, including making all necessary filings and records relating obtaining all third party and governmental approvals necessary to consummate the Property. If Purchaser's auditors shall request Seller transactions contemplated by this Agreement. (k) Use reasonable commercial efforts to execute a representation letter addressed obtain and deliver to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement Buyer at any time prior to the Closing Date by written notice (i) estoppel certificates (such estoppel certificates not to Seller whereupon Purchaser shall obtain be conditioned on any increased rental, other payment, reduced term, or other material change of lease terms), in a return form reasonably acceptable to Buyer (the "Estoppel Certificates"), from each lessor of the Deposit Leases and Seller shall reimburse Purchaser for (ii) landlord consents in a form reasonably acceptable to Buyer with respect to those leases identified on Schedule 2.01(d) (the actual costs "Lessor Consents"). (1) Use reasonable commercial efforts to have satisfied or discharged all of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effectthe Exceptions That Will Not Exist At Closing, as defined in Section 4.15.

Affirmative Covenants of Seller. On and as of the date hereof and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction, Seller covenants that: (a) SellerSeller shall promptly notify Purchaser of any material adverse change in its business operations and/or financial condition; provided, at Seller's sole cost and expensehowever, that nothing in this Article 11 shall until the earlier of, the Closing Date or termination relieve Seller of this Agreement, keep and perform or cause to be performed in all material respects: (i) all its obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any provide Purchaser with copies of such documents as Purchaser may reasonably request evidencing the truthfulness of the following: (i) Enter into any transaction representations set forth in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunderArticle 9. (c) From Seller shall (1) defend the date right, title and interest of Seller's acceptance hereof Purchaser in and to the earlier Purchased Assets and other Collateral against, and take such other action as is necessary to remove, the Liens, security interests, claims and demands of the Closing Date all Persons (other than security interests by or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance through Purchaser) and shall be two (2) business days at Purchaser’s reasonable request, take all action Purchaser deems necessary or desirable to ensure that Purchaser will have a first priority security interest in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects Purchased Assets and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is Collateral subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain Transactions in the event such Transactions are recharacterized as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannersecured financings. (d) Seller shall notify Purchaser promptly if Seller becomes aware Purchaser, Account Bank, Servicer and Custodian of the occurrence of any transactions Default or occurrence prior Event of Default with respect to Seller as soon as possible but in no event later than the Closing Date which would make any immediately succeeding Business Day after obtaining actual knowledge of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectsuch event. (e) Any vacant rentable space Seller shall promptly (and in any event not later than two (2) Business Days after knowledge thereof, notify Purchaser: (i) of any default or event of default under any Purchased Asset; (ii) any default or event of default (or similar event) on the Real Property will be placed into Rent Ready Condition part of Seller or Guarantor under any Indebtedness or other contractual obligations, which default (A) involves the failure to pay a matured obligation or (B) permits the acceleration of the maturity of obligations by any other party to, or beneficiary with respect to, such Indebtedness or contract, in either case, if the aggregate amount of the Indebtedness or obligations in respect of which such default or defaults shall have occurred is defined at least $100,000 with respect to be Seller or $2,500,000 with respect to Guarantor; and (iii) of the commencement of, settlement of or judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitrable proceeding involving Seller or Guarantor that all walls are patched and freshly painted, each space to be demised has could have a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean conditionMaterially Adverse Effect. (f) Seller agrees shall promptly (and in any event not later than two (2) Business Days following receipt) deliver to cooperate Purchaser (i) any notice of the occurrence of an event of default under, or report received by Seller pursuant to, the Purchased Asset Documents; and (ii) any other information with Purchaser's accountants (at no cost or expense to Seller) relative respect to the performance Purchased Assets that may be reasonably requested by said accountants Purchaser from time to time. (g) Seller shall permit Purchaser and any of an audit of Seller's books its agents, representatives or permitted assigns to perform due diligence reviews and records relating to the Property. inspections in accordance with Article 26. (h) If Purchaser's auditors Seller shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior become entitled to receive or shall receive any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for a Purchased Asset, or otherwise in respect thereof, Seller shall accept the same as Purchaser’s agent, hold the same in trust for Purchaser and deliver the same forthwith to Purchaser (or the Custodian, as appropriate) in the exact form received, duly endorsed by Seller to Purchaser, if required, together with an undated bond power covering such certificate duly executed in blank to be held by Purchaser hereunder as additional collateral security for the Transactions. If any sums of money or property so paid or distributed in respect of the Purchased Assets shall be received by Seller, Seller shall, until such money or property is paid or delivered to Purchaser, hold such money or property in trust for Purchaser, segregated from other funds of Seller, as additional collateral security for the Transactions. (i) At any time from time to time upon the commercially reasonable request of Purchaser, at the sole expense of Seller, Seller shall promptly and duly execute and deliver such further instruments and documents and take such further actions as Purchaser may deem necessary or desirable to (A) obtain or preserve the security interest granted hereunder, (B) ensure that such security interest remains fully perfected at all times and remains at all times first in priority as against all other creditors of Seller (whether or not existing as of the Closing Date by written notice to Seller whereupon or in the future) and (C) obtain or preserve the rights and powers herein granted (including, among other things, filing such UCC financing statements as Purchaser shall obtain a return may request). If any amount payable under or in connection with any of the Deposit and Collateral shall be or become evidenced by any promissory note, other instrument or certificated security, such note, instrument or certificated security shall be promptly delivered to Purchaser, duly endorsed in a manner satisfactory to Purchaser, to be itself held as Collateral pursuant to the Transaction Documents. (j) Seller shall reimburse provide, or to cause to be provided, to Purchaser for the actual costs of Purchaser's appraisal following financial and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effect.reporting information:

Affirmative Covenants of Seller. During the term of this Agreement and so long as any Transaction is in effect hereunder (for purposes hereof, all references to the term “Seller” in this Section 11 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date): (a) Seller shall notify Buyer of any Material Adverse Effect promptly following Seller’s Knowledge thereof; provided, at Seller's sole cost and expensehowever, that nothing in this Section 11 shall until the earlier of, the Closing Date or termination relieve Seller of this Agreement, keep and perform or cause to be performed in all material respects: (i) all its obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any provide Buyer with copies of such documents as Buyer may reasonably request evidencing the truthfulness of the following: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided representations set forth in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunder9. (c) From Seller (i) shall defend the date right, title and interest of Seller's acceptance hereof Buyer in and to the earlier Collateral against, and take such other action as is necessary to remove, the liens, security interests, claims and demands of the Closing Date or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property Persons (other than security interests by or through Buyer or liens otherwise permitted under the Purchased Loan Documents) and (ii) shall, at Buyer’s reasonable request, take all action necessary to ensure that Buyer will have a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with priority security interest in the proposed study plan therefor ("Plan"). The Plan is Purchased Loans subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain Transactions in the event such Transactions are recharacterized as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannersecured financings. (d) Seller shall notify Purchaser promptly if Seller becomes aware Buyer of the occurrence of any transactions Default or occurrence prior to Event of Default of which Seller has Knowledge as soon as possible but in no event later than the Closing Date which would make any second (2nd) Business Day after obtaining Knowledge of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectsuch event. (e) Any vacant rentable space Seller shall give notice to Buyer of the following (except in the Real case of clause (i) below, accompanied by an officer’s certificate setting forth details of the occurrence referred to therein and stating what actions Seller has taken or proposes to take with respect thereto, as applicable): (i) with respect to any Purchased Loan subject to a Transaction hereunder, promptly (and in any event within two (2) Business Days) following receipt of any unscheduled Principal Payment (in full or in part); (ii) with respect to any Purchased Loan sold to Buyer hereunder, promptly (and in any event within two (2) Business Days) following receipt by Seller of notice or Knowledge that the related Mortgaged Property will has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as, in each case, to materially adversely affect the value of such Mortgaged Property; (iii) promptly (and in any event within two (2) Business Days) following receipt of written notice by Seller or Knowledge of (i) the occurrence of any payment default or other material default under the Purchased Loan Documents for any Purchased Loan, (ii) any material lien or security interest (other than security interests created hereby) on, or claim asserted against, any Purchased Loan or, to the Knowledge of Seller, the underlying collateral therefor (other than liens expressly permitted under the Purchased Loan Documents) or (iii) any event or change in circumstances that has or could reasonably be placed into Rent Ready Condition expected to have a material adverse effect on the Market Value of a Purchased Loan; and (iv) promptly, and in any event within three (3) Business Days after service of process on any of the following, give to Buyer notice of all litigation, actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which is defined are pending or threatened in writing or of which Seller or Sponsor otherwise has Knowledge) or other legal or arbitrable proceedings naming Seller or any of the assets of Seller before any Governmental Authority that (i) questions or challenges the validity or enforceability of any of the Transaction Documents or any action to be that all walls are patched and freshly paintedtaken in connection with the transactions contemplated hereby, each space or (ii) which, individually or in the aggregate, if adversely determined could reasonably be likely to be demised has have a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean conditionMaterial Adverse Effect. (f) Seller agrees shall deliver to cooperate Buyer (i) notice of the occurrence of any Purchased Loan Event of Default promptly (and in any event not later than two (2) Business Days) after the earlier of the date that Seller receives notice or has Knowledge thereof and (ii) any other information Known to Seller with Purchaser's accountants respect to any Purchased Loan as may be reasonably requested by Buyer from time to time. (at no cost g) Seller will permit Buyer or expense its designated representative to inspect Seller) relative ’s records with respect to the performance by said accountants Collateral and the conduct and operation of an audit its business related thereto upon reasonable prior written notice from Buyer or its designated representative, at such reasonable times and with reasonable frequency, and to make copies of extracts of any and all thereof, subject to the terms of any confidentiality agreement between Buyer and Seller. (h) At any time from time to time upon the reasonable request of Buyer, at the sole expense of Seller's , Seller will promptly and duly execute and deliver to Buyer such further instruments and documents and take such further actions as Buyer may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement including the security interests granted hereunder and of the rights and powers herein granted (including, among other things, filing such UCC financing statements as Buyer may reasonably request). If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to Buyer or its designee (including the Custodian or a Bailee), duly endorsed in a manner reasonably satisfactory to Buyer, to be held as Collateral pursuant to this Agreement, and the documents delivered in connection herewith. (i) Seller (or Servicer on its behalf) shall provide Buyer with the following financial and reporting information: (i) Within 45 days after the last day of each of the first three fiscal quarters and within 60 days after the last day of the fourth quarter in any fiscal year, Sponsor’s consolidated and unaudited and Master Seller’s unaudited statements of income and statements of changes in cash flow for such quarter and balance sheets as of the end of such quarter, in each case presented fairly in accordance with GAAP and certified as being true and correct by an officer’s certificate; (ii) Within 90 days after the last day of its fiscal year, Sponsor’s consolidated and audited, and Master Seller’s unaudited, statements of income and statements of changes in cash flow for such year and balance sheets as of the end of such year, in each case presented fairly in accordance with GAAP, and accompanied, in all cases, by an unqualified report of a nationally recognized independent certified public accounting firm reasonably acceptable to Buyer; (iii) Within 45 days after the last day of each calendar month, any and all property level financial information (including without limitation rent rolls and operating statements) received with respect to the Purchased Loan by Seller or an Affiliate during such calendar month; and (iv) Within 45 days after the last day of each of the first, second and third quarters and within 60 days after the last day of the fourth quarter in any fiscal year, an officer’s certificate from Seller addressed to Buyer certifying that, as of the end of such quarter, (x) Seller is in compliance with all of the terms, conditions and requirements of this Agreement, (y) no Default or Event of Default exists and (z) Sponsor is in compliance with the financial covenants set forth in Section 5 of the Guaranty (including a calculation of each such financial covenant), and shall set forth the details of any exceptions to the foregoing stating what actions Seller has taken or proposes to take with respect thereto, as applicable. (j) Seller shall at all times comply in all material respects with all laws, ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets and Seller shall do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business. (k) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (l) Seller shall observe, perform and satisfy all the terms, provisions, covenants and conditions required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents, including, without limitation, fees payable to Buyer by Seller pursuant to any Confirmation. Seller shall pay and discharge all Taxes, levies, liens and other charges on its assets and on the Collateral that, in each case, in any manner would create any lien or charge upon the Collateral, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP in all material respects. Seller shall timely file all Tax returns required to be filed by it. (m) Seller shall advise Buyer in writing of the opening of any new chief executive office or the closing of any such office and of any change in Seller’s name or organizational structure or the places where the books and records relating pertaining to the Property. If Purchaser's auditors shall request Purchased Loan are held not less than thirty (30) days prior to taking any such action. (n) Seller to execute a representation letter addressed will maintain records with respect to the auditors and Seller Collateral and the auditors cannot agree on conduct and operation of its business with no less a degree of prudence than if the content thereofCollateral were held by Seller for its own account and will furnish Buyer, Purchaser may terminate this Agreement at any time prior upon reasonable request by Buyer or its designated representative, with reasonable information reasonably obtainable by Seller with respect to the Closing Date Collateral and the conduct and operation of its business. (o) Seller shall provide Buyer with reasonable access to any operating statements, any occupancy status and any other property level information, with respect to the Mortgaged Properties, plus any such additional reports as Buyer may reasonably request, in each case, to the extent the same is in Seller’s possession or reasonably obtainable by Seller. (p) Master Seller, and to the extent applicable, each Series Seller, shall maintain its existence as a limited liability company, organized solely and in good standing under the law of the State of Delaware (unless Seller shall have given Buyer at least thirty (30) days’ prior written notice that Seller intends to change the jurisdiction of its organization) and shall not dissolve, liquidate, merge with or into any other Person or otherwise change its organizational structure or documents or incorporate or organize in any other jurisdiction, without the prior written approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed. (q) Seller whereupon Purchaser may propose, and Buyer will consider, but shall obtain a return of the Deposit and Seller shall reimburse Purchaser be under no obligation to approve, strategies for the actual costs foreclosure or other realization upon the security for any Purchased Loan with respect to which a Purchased Loan Event of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effectDefault has occurred.

Affirmative Covenants of Seller. During the term of this Agreement and so long as any Transaction is in effect hereunder (for purposes hereof, all references to the term “Seller” in this Section 11 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date): (a) SellerSeller shall notify Buyer of any Material Adverse Effect promptly following receipt by Seller of notice or obtaining actual knowledge thereof; provided, at Seller's sole cost and expensehowever, that nothing in this Section 11 shall until the earlier of, the Closing Date or termination relieve Seller of this Agreement, keep and perform or cause to be performed in all material respects: (i) all its obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any provide Buyer with copies of such documents as Buyer may reasonably request evidencing the truthfulness of the following: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided representations set forth in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunder9 hereof. (c) From Seller (i) shall defend the date right, title and interest of Buyer in and to the Collateral against, and take such other action as is necessary to remove, the liens, security interests, claims and demands of all Persons (other than security interests by or through Buyer), (ii) to the extent any additional limited liability company is formed by division of Seller's acceptance hereof , shall cause any such additional limited liability company to the earlier assign, pledge and grant to Buyer all of the Closing Date or termination of this Agreementits assets, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires cause any owner of such additional limited liability company to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or pledge all of the Permittees. If Purchaser desires Equity Interests and any rights in connection therewith of such additional limited liability company, to conduct Buyer in support of all Repurchase Obligations in the same manner and to the same extent as the assignment, pledge and grant by Seller of all of Seller’s assets hereunder, and in the same manner and to the same extent as the pledge by Member of all of Member’s right, title and interest in all of the Equity Interests of the applicable Seller and any environmental sampling or testing rights in connection therewith, in each case pursuant to the Pledge Agreement, and (iii) shall, at Buyer’s request, take all action necessary to ensure that Buyer will have a first priority security interest in the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is Purchased Loans subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain Transactions in the event such Transactions are recharacterized as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannersecured financings. (d) Seller shall notify Purchaser promptly if Seller becomes aware Buyer and Depository of the occurrence of any transactions Default or occurrence prior to Event of Default as soon as possible but in no event later than the Closing Date which would make any second (2nd) Business Day after obtaining actual knowledge of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectsuch event. (e) Any vacant rentable space Seller shall give notice to Buyer of the following (accompanied by an officer’s certificate setting forth details of the occurrence referred to therein and stating what actions Seller has taken or proposes to take with respect thereto, as applicable): (i) with respect to any Purchased Loan subject to a Transaction hereunder, promptly (and in any event within two (2) Business Days) following receipt of any unscheduled Principal Payment (in full or in part); (ii) with respect to any Purchased Loan subject to a Transaction hereunder, promptly following receipt by Seller of notice or knowledge that the related Mortgaged Property has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as, in each case, to materially adversely affect the value of such Mortgaged Property; (iii) promptly (and in any event within two (2) Business Days) following receipt of notice by Seller or knowledge of (i) the occurrence of any payment default or other material default under the Purchased Loan Documents for any Purchased Loan, (ii) any lien or security interest (other than security interests created hereby) on, or claim asserted against, any Purchased Loan or the underlying collateral therefor or (iii) any event or change in circumstances that has or could reasonably be expected to have a material adverse effect on the market value of a Purchased Loan; (iv) promptly (and in any event within two (2) Business Days) after service of process on any of the following, give to Buyer notice of all litigation, actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened) or other legal or arbitrable proceedings affecting Guarantor, Seller or Member or affecting any of the assets of Guarantor, Seller or Member before any Governmental Authority that (i) questions or challenges the validity or enforceability of any of the Transaction Documents or any action to be taken in connection with the transactions contemplated hereby, (ii) makes a claim or claims in an aggregate amount greater than $250,000 against either Seller or Member, or $10,000,000 against Guarantor, or (iii) which, individually or in the Real Property will aggregate, if adversely determined could reasonably be placed into Rent Ready Condition which is defined likely to be that all walls are patched have a Material Adverse Effect; (v) promptly following receipt of notice by Seller, or Seller having knowledge, of the loss of Guarantor’s status as a REIT; and (vi) promptly (and freshly painted, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, in any event within two (2) Business Days) following the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean conditionoccurrence of any Key Person Event. (f) Seller agrees shall deliver to cooperate Buyer (i) notice of the occurrence of any Purchased Loan Event of Default promptly (and in any event not later than two (2) Business Days) after the earlier of the date that Seller receives notice or has actual knowledge thereof and (ii) any other information with Purchaser's accountants (at no cost or expense respect to Seller) relative any Purchased Loan as may be reasonably requested by Buyer from time to time in each case to the performance extent in Seller’s possession or obtainable by said accountants Seller with the exercise of an audit commercially reasonable efforts. (g) Seller will permit Buyer or its designated representative to inspect Seller’s records with respect to the Collateral and the conduct and operation of its business related thereto upon reasonable prior written notice from Buyer or its designated representative, at such reasonable times and with reasonable frequency, and to make copies of extracts of any and all thereof, subject to the terms of any confidentiality agreement between Buyer and Seller. (h) At any time from time to time upon the reasonable request of Buyer, at the sole expense of Seller's , Seller will promptly and duly execute and deliver to Buyer such further instruments and documents and take such further actions as Buyer may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement including the security interests granted hereunder and of the rights and powers herein granted (including, among other things, filing such UCC financing statements as Buyer may reasonably request). If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to Buyer, duly endorsed in a manner reasonably satisfactory to Buyer, to be held as Collateral pursuant to this Agreement, and the documents delivered in connection herewith. (i) Seller shall provide Buyer with the following financial and reporting information: (i) Within 45 days after the last day of each of the first three fiscal quarters in any fiscal year, Guarantor’s unaudited, consolidated statements of income and statements of changes in cash flow for such quarter and balance sheets as of the end of such quarter, in each case presented fairly in accordance with GAAP and certified as being true and correct by an officer’s certificate; (ii) Within 120 days after the last day of its fiscal year, Guarantor’s audited, consolidated statements of income and statements of changes in cash flow for such year and balance sheets as of the end of such year, in each case presented fairly in accordance with GAAP, and accompanied, in all cases, by an unqualified report of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Buyer; (iii) Within 30 days after the last day of each calendar month, any and all property level financial information (including without limitation rent rolls and operating statements) received with respect to the Purchased Loan by Seller or an Affiliate during such calendar month; and (iv) Within 45 days after the last day of each quarter in any fiscal year, an officer’s certificate from Master Seller addressed to Buyer certifying that, as of the end of such quarter, (x) no Default or Event of Default exists and (y) Guarantor is in compliance with the financial covenants set forth in Section 5 of the Guaranty (including a calculation of each such financial covenant). (j) Seller shall at all times comply in all material respects with all laws, ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets and Seller shall do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business. (k) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (l) Seller shall observe, perform and satisfy all the terms, provisions, covenants and conditions required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. Seller shall pay and discharge all Taxes, levies, liens and other charges on its assets and on the Collateral that, in each case, in any manner would create any lien or charge upon the Collateral, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP in all material respects. Seller shall timely file all Tax returns required to be filed by it or with respect to all or any portion of the Collateral. (m) Seller shall advise Buyer in writing of the opening of any new chief executive office or the closing of any such office and of any change in Seller’s name or organizational structure or the places where the books and records relating pertaining to the Property. If Purchaser's auditors shall request Purchased Loan are held not less than five (5) Business Days prior to taking any such action. (n) Seller to execute a representation letter addressed will maintain records with respect to the auditors and Seller Collateral and the auditors cannot agree on conduct and operation of its business with no less a degree of prudence than if the content thereofCollateral were held by Seller for its own account and will furnish Buyer, Purchaser upon reasonable request by Buyer or its designated representative, with reasonable information reasonably obtainable by Seller with respect to the Collateral and the conduct and operation of its business. (o) Seller shall provide Buyer with reasonable access to any operating statements, any occupancy status and any other property level information with respect to the Mortgaged Properties, plus any such additional reports as Buyer may terminate this Agreement reasonably request, in each case to the extent in Seller’s possession or reasonably obtainable by Seller. (p) If Seller shall at any time prior become entitled to receive or shall receive any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for a Purchased Loan, or otherwise in respect thereof, Seller shall accept the same as Buyer’s agent, hold the same in trust for Buyer and deliver the same forthwith to Buyer (or Custodian, as appropriate) in the exact form received, duly endorsed by Seller to Buyer, if required, together with all related necessary transfer documents, to be held by Buyer hereunder as additional collateral security for the Transactions. If any sums of money or property are paid or distributed in respect of the Purchased Loans and received by Seller, Seller shall, until such money or property is paid or delivered to Buyer, hold such money or property in trust for Buyer, segregated from other funds of Seller, as additional collateral security for the Transactions. (q) Master Seller, and to the Closing Date by extent applicable, each Series Seller, shall maintain its existence as a limited liability company, organized solely and in good standing under the law of the State of Delaware (unless Seller shall have given Buyer at least ten (10) Business Days’ prior written notice that Seller intends to change the jurisdiction of its organization) and shall not dissolve, liquidate, merge with or into any other Person or otherwise change its organizational structure or documents or incorporate or organize in any other jurisdiction, without the prior written approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed. (r) [Reserved]. (s) Seller whereupon Purchaser shall obtain a return be solely responsible for the fees and expenses of Custodian, Depository and each servicer of any or all of the Deposit and Purchased Loans. (t) [Reserved]. (u) Seller shall reimburse Purchaser for promptly notify Buyer of the actual costs resignation or termination of Purchaser's appraisal any servicer under any Servicing Agreement with respect to any Purchased Loan of which Seller has knowledge. (v) Seller shall promptly notify Buyer of the establishment of a rating by any Rating Agency applicable to Guarantor and environmental study any downgrade in or withdrawal of such rating once established of which Seller has knowledge. (w) Seller and Guarantor will maintain, or remain subject to, policies and procedures reasonably designed to ensure compliance by such party, its Subsidiaries, and their respective directors, officers, employees and agents with applicable Anti-Corruption Laws. (x) Guarantor shall at all times continue to be (A) a REIT as defined in Section 856 of the Code (after giving effect to any cure or corrective periods or allowances, including pursuant to Sections 856(c), 857 and 860 of the Code), and (B) be entitled to a maximum amount dividends paid deduction under Section 857 of $8,500.00 and this Agreement the Code with respect to dividends paid by it with respect to each taxable year for which it claims a deduction on its Form 1120-REIT filed with the United States Internal Revenue Service. Seller shall become null and void and of no further force or effectat all times be a disregarded entity for U.S. federal income tax purposes.

Affirmative Covenants of Seller. On and as of the date hereof and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction: (a) Seller shall promptly notify Buyer of any event and/or condition of which Seller has Knowledge and that is reasonably likely, in the commercially reasonable judgment of Seller, at Seller's sole cost and expense, shall until the earlier of, the Closing Date or termination of this Agreement, keep and perform or cause to be performed in all material respects: (i) all obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreementhave a Material Adverse Effect. (b) From the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree give notice to do any Buyer of the following:following (accompanied by an Officer’s Certificate setting forth details of the occurrence referred to therein and stating what actions Seller has taken or proposes to take with respect thereto): (i) Enter into any transaction in respect to promptly upon receipt by Seller of notice or affecting the Proper out Knowledge of the ordinary course occurrence of businessany Default or Event of Default; (ii) Except for Seller's execution with respect to any Purchased Loan sold to Buyer hereunder, promptly following receipt of New Leasesany Principal Payment (in full or in part); (iii) with respect to any Purchased Loan sold to Buyer hereunder, as provided in Section 4.3(e)promptly following receipt by Seller of notice or Knowledge that the related Property has been damaged by waste, sellfire, encumberearthquake or earth movement, windstorm, flood, tornado or grant any interest in the Property in any form or manner whatsoeverother casualty, or otherwise perform or permit any act which will diminish or otherwise damaged so as to affect Purchaser's interest under this Agreement or in materially and adversely the value of such Property, or which will prevent Seller's full performance of its obligations hereunder.; (civ) From the date promptly upon receipt of Seller's acceptance hereof to the earlier notice by Seller or Knowledge of the Closing Date or termination of this Agreement(1) any Purchased Loan that becomes a Defaulted Loan, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any lien or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property security interest (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgmentsecurity interests created hereby) on, or claim asserted against, any Purchased Loan or, to Seller’s Knowledge, the underlying collateral therefor or (3) any event or change in circumstances that has or could reasonably be expected to have a material adverse effect on the Market Value of a Purchased Loan; (v) promptly, and in any event within ten (10) days after service of process on any of the following, give to Buyer notice of all litigation, actions, suits, arbitrations, investigations (including, without limitation, any mechanics' liens of the foregoing which may be filed against the Propertyare pending or threatened in writing) which or other legal or arbitrable proceedings affecting Seller or affecting any of the indemnified parties may suffer assets of Seller before any Governmental Authority that (1) questions or sustain as a result challenges the validity or enforceability of any of the exercise by Purchaser Transaction Documents or any action to be taken in connection with the transactions contemplated hereby, (2) makes a claim or claims in an aggregate amount greater than $1,000,000, or (3) which, individually or in the aggregate, if adversely determined, would reasonably be likely to have a Material Adverse Effect; (vi) promptly upon any transfer of its rights (and that of its Permittees) to enter upon the any underlying Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (direct or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property indirect equity interest in any mannerUnderlying Obligor of which the Seller has Knowledge, whether or not consent to such transfer is required under the applicable Purchased Loan Documents; and (vii) promptly, and in any event within ten (10) days after Seller Knows that any “reportable event” (within the meaning of Section 4043(c) of ERISA, with respect to which the PBGC has not by regulation waived the requirement of Section 4043(a) of ERISA that it be notified of such event) has occurred or is reasonably expected to occur in respect of a Plan that, individually or in the aggregate, either has resulted, or could reasonably be expected to result, in a Material Adverse Effect. (c) Seller shall provide Buyer with copies of such documents as Buyer may reasonably request evidencing the truthfulness of the representations set forth in Section 10 hereof. (d) Seller shall notify Purchaser promptly if Seller becomes aware defend the right, title and interest of any transactions or occurrence prior Buyer in and to the Closing Date which would make Purchased Loans against, and take such other action as is necessary to remove, any liens, security interests, claims, encumbrances, charges and demands of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectall Persons thereon (other than security interests granted to Buyer hereunder). (e) Any vacant rentable space in Seller will permit Buyer or its designated representative to inspect any of Seller’s records with respect to all or any portion of the Real Property will be placed into Rent Ready Condition which is defined Purchased Loans and the conduct and operation of its business related thereto upon reasonable prior notice at such reasonable times and with reasonable frequency requested by Buyer or its designated representative and to be that all walls are patched and freshly painted, each space to be demised has a fully-fixtured and operable bathroom, make copies of extracts of any and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean conditionthereof. (f) If any amount payable under or in connection with any of the Purchased Loans shall be or become evidenced by any promissory note, other instrument or chattel paper (as each of the foregoing is defined under the UCC), such note, instrument or chattel paper shall be immediately delivered to Buyer or its designee, duly endorsed in a manner satisfactory to Buyer or if any collateral or other security shall subsequently be delivered to Seller in connection with any Purchased Loan, Seller shall immediately deliver or forward such item of collateral or other security to Buyer or its designee, together with such instruments of assignment as Buyer may reasonably request. (g) Seller shall provide (or cause to be provided) to Buyer the following financial and reporting information: (i) the Monthly Statement; (ii) the Quarterly Report, together with all operating statements and occupancy information that Seller or Servicer has received relating to the Purchased Loans for the related fiscal quarter; (iii) the Financial Covenant Compliance Certificate; (iv) as soon as available and in any event within forty-five (45) days after the end of each quarterly fiscal period of each fiscal year of Guarantor, the unaudited, consolidated balance sheet of Guarantor, as at the end of such period and the related unaudited, consolidated statements of income, retained earnings and cash flows for such period and the portion of the fiscal year through the end of such period, accompanied by an Officer’s Certificate of Guarantor, which certificate shall state that said consolidated financial statements fairly represent the consolidated financial condition and results of operations of Seller in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments); (v) as soon as available and in any event within ninety (90) days after the end of each fiscal year of Guarantor, the audited, consolidated balance sheet of Guarantor, as at the end of such period and the related audited, consolidated statements of income, retained earnings and cash flows for such period and the portion of the fiscal year through the end of such period, accompanied by an opinion thereon of an independent certified public accountant of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said financial statements fairly present the financial condition and results of operations of Guarantor as at the end of and for such fiscal year in accordance with GAAP; (vi) within sixty (60) days following the end of each of the first three quarters, and within ninety (90) days following the end of each fiscal year, as the case may be, an Officer’s Certificate of Seller in form and substance reasonably satisfactory to Buyer certifying that no Event of Default has occurred and is continuing and, to Seller’s Knowledge, no event or circumstance has occurred and is continuing that would have a Material Adverse Effect; (vii) [reserved]; (viii) within ten (10) Business Days after Buyer’s request, such further information with respect to the operation of any Property, Purchased Loan, the financial affairs of Seller or Guarantor as may be reasonably requested by Buyer, including all business plans prepared by or for Seller; and (ix) within ten (10) Business Days after Buyer’s request, such other reports as Buyer shall reasonably request, to the extent available to Seller. (h) Seller shall at all times comply in all material respects with all laws, ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets, and Seller shall do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence and all licenses material to its business. (i) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (j) Seller shall promptly advise Buyer in writing of the opening of any new chief executive office of Seller or the closing of any such office and of any change in Seller’s name or the places where the books and records pertaining to the Purchased Loans are held, but in no event later than thirty (30) days before any financing statement filing will lapse, lose perfection or become materially misleading. (k) Seller shall pay and discharge all Taxes, levies, liens and other charges, if any, on its assets and on the Purchased Loans that, in each case, in any manner would create any lien or charge upon the Purchased Loans, except for any such Taxes and other charges as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP. (l) Seller shall observe, perform and satisfy all the terms, provisions, covenants and conditions required to be observed, performed or satisfied by it, and shall pay when due all Transaction Costs. Seller shall maintain its existence as a limited liability company organized solely and in good standing under the law of the State of Delaware and shall not dissolve, liquidate, merge with or into any other Person or otherwise change its organizational structure or documents or identity or incorporate or organize in any other jurisdiction. (m) Seller shall maintain all records with respect to the Purchased Loans and the conduct and operation of its business with no less a degree of prudence than if the Purchased Loans were held by Seller for its own account and will furnish Buyer, upon request by Buyer or its designated representative, with information reasonably obtainable by Seller with respect to the Purchased Loans and the conduct and operation of its business. (n) Seller shall provide Buyer with notice of each modification of any Purchased Loan Documents consented to by Seller (including such modifications which do not constitute a Significant Modification). (o) Seller shall provide Buyer with reasonable access to operating statements, the occupancy status and other property level information, with respect to the Properties, plus any such additional reports as Buyer may reasonably request. (p) Seller shall have no right to take any action pursuant to the Purchased Loan Documents during the continuance of an Event of Default. (q) Seller shall not cause any Purchased Loan to be serviced by any servicer other than the Servicer or any other servicer expressly approved in writing by Buyer. (r) [Reserved]. (s) None of Seller or Guarantor or any of their respective direct or, without regard to owners of publicly traded stock traded on a national exchange, indirect, equityholders shall (i) knowingly conduct any business, or engage in any transaction or dealing, with any Prohibited Person, including the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person, or (ii) knowingly engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any Federal Trade Embargo. Seller shall cause the representation set forth in Section 10(a)(xxii) to remain true and correct at all times. (t) Upon the occurrence of a Required Manager Termination Event, Seller shall terminate and replace the manager subject to such Required Manager Termination Event within forty-five (45) days thereafter unless Buyer has consented in writing to Seller not terminating such manager. Seller shall promptly notify Buyer in writing upon the occurrence of a Required Manager Termination Event or any other proposed replacement or termination of any property manager, asset manager or other similar manager with respect to the Properties (collectively, a “Manager Termination Event”). In connection with any Manager Termination Event pursuant to which Seller’s approval is required by the Purchased Loan Documents for the selection of a replacement manager, any replacement manager other than the Backup Manager shall be subject to Buyer’s approval, such approval not to be unreasonably withheld, conditioned or delayed; provided, however, that Buyer’s approval of any replacement manager shall be deemed to be given if (i) no Event of Default shall have occurred and be continuing (either at the date of any notices specified below or as of the effective date of any deemed approval), (ii) Seller shall have sent Buyer a written request for approval with respect to such matter, which written request shall have been (A) accompanied by name of the proposed replacement manager, the terms of the engagement of such replacement manager and such other information regarding the replacement manager as is reasonably requested by Buyer in order for Buyer to make a determination with respect to approving such replacement manager, and (B) marked in bold lettering with the following language: “BUYER’S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF THE MASTER REPURCHASE AGREEMENT BETWEEN THE UNDERSIGNED AND BUYER”, and (iii) Buyer shall have failed to respond to such request within the aforesaid time-frame. Notwithstanding the foregoing, upon the occurrence of a “Default,” “Event of Default” or other breach by the Underlying Obligor of the Purchased Loan Documents that gives Seller, as lender thereunder, the right to terminate and/or replace any property manager, asset manager or other similar manager with respect to the Properties, Seller may, in its sole discretion, absent a Required Management Termination Event, elect not to terminate and/or replace any such manager. (u) Seller agrees to cooperate use commercially reasonable efforts to appoint Green River Capital as backup manager with Purchaser's accountants (at no cost or expense to Seller) relative respect to the performance Properties on or prior to October 25, 2014 pursuant to a management agreement reasonably acceptable to Buyer (the “Backup Management Agreement”), or if Seller is unable to appoint Green River Capital as the backup manager, such other manager approved by said accountants Buyer (such approval not to be unreasonably withheld, conditioned or delayed) (the “Backup Manager”). Seller and Buyer agree to each pay fifty percent (50%) of an audit of Seller's books all fees, costs and records relating expenses due to the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed Backup Manager pursuant to the auditors Backup Management Agreement, provided that Seller’s obligation for payment pursuant to this sentence shall not exceed $25,000.00 per calendar year. Seller shall use commercially reasonable efforts to promptly deliver to Buyer and Seller Backup Manager such documents, reports and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior other information with respect to the Closing Date by written notice Properties as Buyer and/or Backup Manager may reasonably request from time to time. Notwithstanding the foregoing, Seller whereupon Purchaser shall obtain a return have no obligation to appoint the Backup Manager as replacement manager in connection with the replacement of any manager in accordance with Section 12(t) and may, in its sole discretion, appoint another replacement manager, which manager shall be subject to Buyer’s approval rights set forth in Section 12(t). (v) Seller shall service and administer each Purchased Asset in accordance with the terms of the Deposit Transaction Documents, the Purchased Loan Documents, and applicable law, and independent of any relationship that Seller shall reimburse Purchaser for or any Affiliate of Seller may have with the actual costs Underlying Obligor or any Affiliate of Purchaser's appraisal and environmental study any Underlying Obligor other than with respect to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effectthe Purchased Loan.

Affirmative Covenants of Seller. On and as of the date of this Agreement and each Purchase Date and at all times while this Agreement and any Transaction thereunder is in effect or any Repurchase Obligations remain outstanding: (a) Seller, at Seller's sole cost and expense, Seller shall until the earlier of, the Closing Date or termination promptly notify Buyer of this Agreement, keep and perform or cause any event and/or condition of which it is aware that is likely to be performed in all material respects: (i) all obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreementhave a Material Adverse Effect. (b) From Seller shall give notice to Buyer of the date following (accompanied by an Officer’s Certificate setting forth details of Seller's acceptance hereof the occurrence referred to therein and stating what actions Seller has taken or proposes to take with respect thereto): (i) promptly upon receipt by Seller of notice or knowledge of the occurrence of any Default or Event of Default; (ii) with respect to any Purchased Asset sold to Buyer hereunder, promptly following receipt of any unscheduled Principal Payment (in full or in part); (iii) with respect to any Purchased Asset sold to Buyer hereunder, promptly following receipt by Seller of notice or knowledge that the related Mortgaged Property has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged to the earlier ofextent same constitutes a casualty that under the Purchased Asset Documents permits Seller to consent to the settlement of same; (iv) promptly upon receipt of notice by Seller or knowledge of (A) any Purchased Asset that becomes a Defaulted Asset, (B) any lien or security interest (other than security interests created hereby) on, or claim asserted against, any Purchased Asset or, to Seller’s knowledge, the Closing Date underlying collateral therefor (but with respect to the collateral, only to the extent same constitutes an event of default) under the related Purchased Asset Documents, (C) any event or termination change in circumstances that has or could reasonably be expected to have an adverse effect on the Market Value of this Agreementa Purchased Asset, Seller shall not door (D) any change with respect to Servicer or in the servicing of any Purchased Asset; (v) promptly, suffer or permit or agree to do and in any event within ten (10) days after service of process on any of the following, give to Buyer notice of all litigation, actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened) or other legal or arbitrable proceedings affecting Seller or affecting any of the assets of Seller before any Governmental Authority that (A) questions or challenges the validity or enforceability of any of the Transaction Documents or any action to be taken in connection with the transactions contemplated hereby, (B) makes a claim or claims in an aggregate amount greater than $250,000, (C) which, individually or in the aggregate, if adversely determined could reasonably be likely to have a Material Adverse Effect, (D) requires filing with the SEC in accordance with the 1934 Act and any rules thereunder or (E) raises any lender licensee issues with respect to any Purchased Asset; (vi) promptly upon any transfer of any underlying Mortgaged Property or any direct or indirect non-controlling equity interest in any Mortgagor in each case to the extent prohibited under the Purchased Asset Documents, and of which Seller has knowledge,; and (vii) promptly, and in any event within ten (10) days after Seller or any of its ERISA Affiliates knows or has reason to know that any “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur in respect of a Plan that, individually or in the aggregate, either has resulted, or could reasonably be expected to result, in a Material Adverse Effect. (c) Seller shall provide Buyer with copies of such documents as Buyer may reasonably request evidencing the truthfulness of the representations set forth in Section 9 hereof to the extent same is in Seller’s possession or reasonably obtainable. (d) Seller shall defend the right, title and interest of Buyer in and to the Purchased Assets and any Hedging Transactions against, and take such other action as is necessary to remove, any liens, security interests, claims, encumbrances, charges and demands of all Persons thereon (other than security interests granted to Buyer hereunder), and take any such other action as is necessary to obtain or preserve a first priority perfected security interest in the Purchased Assets and any Hedging Transactions. (e) Seller will permit Buyer or its designated representative to inspect any of Seller’s records with respect to all or any portion of the Purchased Assets and the conduct and operation of its business related thereto at such reasonable times and with reasonable frequency requested by Buyer or its designated representative and to make copies of extracts of any and all thereof. (f) If any amount payable under or in connection with any of the Purchased Assets shall be or become evidenced by any promissory note, other instrument or chattel paper (as each of the foregoing is defined under the UCC), such note, instrument or chattel paper shall be immediately delivered to Buyer or its designee, duly endorsed in a manner satisfactory to Buyer or if any collateral or other security shall subsequently be delivered to Seller in connection with any Purchased Asset, Seller shall immediately deliver or forward such item of collateral or other security to Buyer or its designee, together with such instruments of assignment as Buyer may reasonably request. (g) Seller shall provide (or cause to be provided) to Buyer the following financial and reporting information: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of businessMonthly Statement; (ii) Except the Quarterly Report, together with all operating statements and occupancy information that Seller or Servicer has received relating to the Purchased Assets for the related fiscal quarter; (iii) a Financial Covenant Compliance Certificate; (iv) within forty-five (45) days following the end of each of the first three quarters, and within ninety (90) days following the end of each fiscal year, as the case may be, an Officer’s Certificate of Seller in form and substance reasonably satisfactory to Buyer certifying that during such fiscal quarter or year Seller has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Transaction Documents to be observed, performed or satisfied by it, and that there has occurred no Event of Default and no event or circumstance has occurred that is reasonably likely to result in a Material Adverse Effect; (v) within ten (10) Business Days after Buyer’s request, such further information with respect to the operation of any Mortgaged Property, Purchased Asset, the financial affairs of Seller or Guarantor and any Plan as may be reasonably requested by Buyer, including all business plans prepared by or for Seller's execution ; (vi) upon the request of New LeasesBuyer after an Event of Default, updated Appraisals of the Mortgaged Properties relating to the Purchased Assets, at Seller’s sole cost and expense; and (vii) such other reports as provided in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunderBuyer shall reasonably request. (ch) From Seller shall at all times comply in all material respects with all laws (including, without limitation, Prescribed Laws), ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets, and Seller shall do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence and all licenses material to its business. (i) Seller agrees that, from time to time upon the date prior written request of Seller's acceptance hereof Buyer, it shall execute and deliver such further documents, provide such additional information and reports and perform such other acts as Buyer may reasonably request in order to insure compliance with all Prescribed Laws and to fully effectuate the earlier of the Closing Date or termination purposes of this Agreement; provided, upon reasonable advance notice from Purchaser (which notice however, that nothing in this Section 3(i) shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires construed as requiring Buyer to conduct any environmental sampling inquiry or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing decreasing Seller’s responsibility for its statements, representations, warranties or sampling), Purchaser shall first provide Seller covenants under this Agreement. In order to enable Buyer and its respective Affiliates to comply with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller any anti-money laundering program and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, related responsibilities including, but not limited to, an environmental engineer any obligations under the Prescribed Laws and regulations thereunder, Seller, on behalf of itself and its Affiliates, represents and covenants to Buyer and its Affiliates that: (A) neither Seller, nor, any of its Affiliates, is a Prohibited Person and (B) Seller is not acting on behalf of or consultant on behalf of any Prohibited Person. Seller agrees to promptly notify Buyer or a person appointed by Buyer to administer its anti-money laundering program, if applicable, of any change in information affecting this Section 12(i). (j) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (k) Seller shall advise Buyer in writing of the opening of any new chief executive office of Seller or the closing of any such office and of any change in Seller’s name or the places where the books and records pertaining to the Purchased Assets are held not less than fifteen (15) Business Days prior to taking any such action. (l) Seller shall pay when due all Transaction Costs. Seller shall pay and discharge all Taxes, levies, liens and other charges, if any, on its assets and on the Purchased Assets that, in each case, in any manner would create any lien or charge upon the Purchased Assets, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP. (m) Seller shall maintain its existence as a limited liability company organized solely and in good standing under the law of the State of Delaware and shall not dissolve, liquidate, merge with or into any other Person or otherwise change its organizational structure or documents or identity or incorporate or organize in any other jurisdiction. (n) Seller shall maintain all records with respect to the Purchased Assets and the conduct and operation of its business with no less a degree of prudence than if the Purchased Assets were held by Seller for its own account and will furnish Buyer, upon request by Buyer or its designated representative, with information reasonably obtainable by Seller with respect to the Purchased Assets and the conduct and operation of its business. (o) Seller shall provide Buyer with a copy of each written modification of any Purchased Asset Documents consented to by Seller (including such modifications which do not constitute a Significant Modification). (p) Seller shall provide Buyer with reasonable access to operating statements, the occupancy status and other property level information, with respect to the Mortgaged Properties, plus any such additional reports as Buyer may reasonably request. (q) Seller may propose, and Buyer will consider, but shall be under no obligation to approve, strategies for the foreclosure or other realization upon the security for any Purchased Asset that has become a Defaulted Asset. (r) In the event the servicer for any Purchased Asset is not Xxxxx Fargo Bank, N.A., Seller shall provide written notification to Buyer within one (1) Business Day of any rating agency reducing the credit or servicer rating applicable to such servicer. (s) If Seller shall at any time become entitled to receive or shall receive any rights, whether in connection addition to, in substitution of, as a conversion of, or in exchange for a Purchased Asset, or otherwise in respect thereof, Seller shall accept the same as Buyer’s agent, hold the same in trust for Buyer and deliver the same forthwith to Buyer (or Custodian, as appropriate) in the exact form received, duly endorsed by Seller to Buyer if required, together with all related and necessary duly executed Transfer Documents to be held by Buyer hereunder as additional collateral security for the Transactions. If any sums of money or property so paid or distributed in respect of the Purchased Assets shall be received by Seller, Seller shall, until such money or property is paid or delivered to Buyer, hold such money or property in trust for Buyer, segregated from other funds of Seller, as additional collateral security for the Transactions. (t) If Guarantor or any Subsidiary of Guarantor has entered into or shall enter into or amend a repurchase agreement, warehouse facility, credit facility or other similar arrangement with any environmental sampling Person which by its terms provides more favorable terms with respect to any financial covenants tested at the Guarantor level, including without limitation covenants covering the same or testing conducted by Purchaser similar subject matter set forth in accordance with this Section 7(cany Financial Covenant Compliance Certificate required to be delivered hereunder (a “More Favorable Agreement”). At Seller's request, any sampling or testing by Purchaser's environmental consultant Seller shall be conducted (i) give notice to Buyer of such more favorable terms (A) in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Sellerthe case of an existing More Favorable Agreement, its partners, agentspromptly, and employees harmless from any loss(B) in the case of a More Favorable Agreement that has not been executed, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If ten (10) Business Days’ prior to execution of such More Favorable Agreement, and (ii) enter into such amendments to this Agreement and the Closing does other Transaction Documents as may be required by Buyer to give effect to such more favorable terms (A) in the case of an existing More Favorable Agreement, no later than ten (10) Business Days after notice is given pursuant to clause (i)(A) above, or (B) in the case of a More Favorable Agreement that has not occur for any reason, Purchaser will restore (or cause to be restored)been executed, the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannerdate on which such more favorable terms become effective. (d) Seller shall notify Purchaser promptly if Seller becomes aware of any transactions or occurrence prior to the Closing Date which would make any of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respect. (e) Any vacant rentable space in the Real Property will be placed into Rent Ready Condition which is defined to be that all walls are patched and freshly painted, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean condition. (f) Seller agrees to cooperate with Purchaser's accountants (at no cost or expense to Seller) relative to the performance by said accountants of an audit of Seller's books and records relating to the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to Seller whereupon Purchaser shall obtain a return of the Deposit and Seller shall reimburse Purchaser for the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effect.

Affirmative Covenants of Seller. (a) Seller, at Seller's sole cost and expense, Seller shall until the earlier of, the Closing Date or termination promptly notify Buyer of this Agreement, keep and perform or cause any event and/or condition which is likely to be performed in all material respects: (i) all obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreementhave a Material Adverse Effect. (b) From the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree give notice to do any Buyer of the following:following (accompanied by an Officer's Certificate setting forth details of the occurrence referred to therein and stating what actions Seller has taken or proposes to take with respect thereto): (i) Enter into any transaction in respect to promptly upon receipt of notice or affecting the Proper out knowledge of the ordinary course occurrence of businessany Default or Event of Default; (ii) Except for Seller's execution with respect to any Purchased Loan sold to Buyer hereunder, immediately upon receipt of New Leasesany Principal Payment (in full or in part); (iii) with respect to any Purchased Loan sold to Buyer hereunder, as provided in Section 4.3(e)immediately upon receipt of notice or knowledge that the related Mortgaged Property has been damaged by waste, sellfire, encumberearthquake or earth movement, windstorm, flood, tornado or grant any interest in the Property in any form or manner whatsoeverother casualty, or otherwise perform or permit any act which will diminish or otherwise damaged so as to affect Purchaser's interest under this Agreement or in adversely the value of such Mortgaged Property, or which will prevent Seller's full performance of its obligations hereunder.; (civ) From the date promptly upon receipt of Seller's acceptance hereof to the earlier notice or knowledge of the Closing Date (i) any Purchased Loan which becomes a Defaulted Loan, (ii) any lien or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property security interest (other than a customary Phase 1 Environmental Report which involves no intrusive testing security interests created hereby) on, or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's requestclaim asserted against, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data Purchased Loan or, to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Sellerknowledge, its partners, agentsthe underlying collateral therefor or (iii) any event or change in circumstances that has or could reasonably be expected to have an adverse affect on the Market Value of a Purchased Loan; and (v) promptly, and employees harmless from in any lossevent within 10 days after service of process on any of the following, liabilitygive to Buyer notice of all litigation, suitactions, action judgmentsuits, or claim arbitrations, investigations (including, without limitation, any mechanics' liens of the foregoing which may be filed against the Propertyare pending or threatened) which or other legal or arbitrable proceedings affecting Seller or affecting any of the indemnified parties may suffer assets of Seller before any Governmental Authority that (i) questions or sustain as a result challenges the validity or enforceability of any of the exercise by Purchaser of its rights Transaction Documents or any action to be taken in connection with the transactions contemplated hereby, (and that of its Permitteesii) to enter upon the Property makes a claim or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder claims in coverage amounts of not less an aggregate amount greater than $1,000,000.00 per occurrence. If 5,000,000, or (iii) which, individually or in the Closing does not occur for any reasonaggregate, Purchaser will restore if adversely determined could reasonably be likely to have a Material Adverse Effect. (or cause to be restored), c) Seller shall provide Buyer with copies of such documents as Buyer may reasonably request evidencing the Property to its former condition to truthfulness of the extent Purchaser or its Permittees have altered or damaged the Property representations set forth in any mannerSection 10. (d) Seller shall notify Purchaser promptly if Seller becomes aware defend the right, title and interest of any transactions or occurrence prior Buyer in and to the Closing Date which would make any Purchased Loans against, and take such other action as is necessary to remove, the liens, security interests, claims, encumbrances, charges and demands of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectall Persons (other than security interests granted to Buyer hereunder). (e) Any vacant rentable space in Seller will permit Buyer or its designated representative to inspect any of Seller's records with respect to all or any portion of the Real Property will be placed into Rent Ready Condition which is defined to be that all walls are patched Purchased Loans and freshly paintedthe conduct and operation of its business related thereto, each space to be demised has a fully-fixtured at such reasonable times and operable bathroomwith reasonable frequency requested by Buyer or its designated representative, and to make copies of extracts of any and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean conditionthereof. (f) If any amount payable under or in connection with any of the Purchased Loans shall be or become evidenced by any promissory note, other instrument or chattel paper (as each of the foregoing is defined under the UCC), such note, instrument or chattel paper shall be immediately delivered to Buyer or its designee, duly endorsed in a manner satisfactory to Buyer or if any collateral or other security shall subsequently be delivered to Seller agrees in connection with any Purchased Loan, Seller shall immediately deliver or forward such item of collateral or other security to cooperate Buyer or its designee, together with Purchaser's accountants such instruments of assignment as Buyer may request. (at no cost g) Seller shall provide (or expense cause to Sellerbe provided to) relative to Buyer with the performance by said accountants following financial and reporting information: (i) the Monthly Statement; (ii) within the later of an audit 30 days after the end of each calendar quarter or 10 days of Seller's books receipt, all operating statements and records occupancy information that Seller or Servicer has received for the previous quarter relating to the Property. If PurchaserPortfolio Loans and within the later of 45 days after the last day of each calendar quarter or 10 days of Seller's auditors shall request Seller to execute a representation letter addressed receipt, the remainder of the operating statements and occupancy information for the previous quarter relating to the auditors Portfolio Loans; (iii) as soon as available and in any event within forty-five (45) days after the end of each of the first three quarterly fiscal periods of each fiscal year of Seller, the unaudited, consolidated balance sheets of Seller, which shall incorporate its consolidated subsidiaries, as at the end of such period and the related unaudited, consolidated statements of income and retained earnings and of cash flows for Seller, which shall incorporate its consolidated Subsidiaries, for such period and the portion of the fiscal year through the end of such period, accompanied by an Officer's Certificate of Seller, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations Seller and its consolidated Subsidiaries in accordance with GAAP, consistently applied, as at the auditors canend of, and for, such period (subject to normal year-end audit adjustments); (iv) within forty-five (45) days following the end of each quarter, or within ninety (90) days following the end of each fiscal year, as the case may be, an Officer's Certificate of Seller in form and substance reasonably satisfactory to Buyer that Seller during such fiscal period or year has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in the Agreement and the other Transaction Documents to be observed, performed or satisfied by it, and that there has been no Event of Default and no event or circumstance has occurred that is reasonably likely to result in a Material Adverse Effect; (v) as soon as available and in any event within ninety (90) days after the end of each fiscal year of Seller, the consolidated balance sheets of Seller, which shall incorporate its consolidated Subsidiaries, as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for Seller, which shall incorporate its consolidated Subsidiaries, for such year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not agree on be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the content thereofconsolidated financial condition and results of operations of Seller and its consolidated Subsidiaries as at the end of, Purchaser may terminate this Agreement at any time prior and for, such fiscal year in accordance with GAAP; (vi) within fifteen (15) Business Days after Buyer's request, such further information with respect to the Closing Date by written notice to Seller whereupon Purchaser shall obtain a return operation of any Mortgaged Property, Purchased Loan, the financial affairs of the Deposit Seller and any Plan and Multiemployer Plan as may be requested by Buyer, including all business plans prepared by or for Seller; provided, however, that with respect to information not previously known to, or in the possession of, Seller relating to any Multiemployer Plan, Seller shall only be required to provide such information as may be obtained through good faith efforts; (vii) within sixty (60) Business Days after the end of each calendar year, such information as may be requested by Buyer, its successors and assigns, and transferees, in connection with the Portfolio Loans, and that are necessary for the party requesting such information in preparing its tax return and paying taxes in any country or jurisdiction where such tax return or taxes are due; and (viii) such other reports as Buyer shall reasonably require. (h) Seller shall at all times comply in all material respects with all laws, ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets and Seller shall reimburse Purchaser do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business. (i) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (j) Seller shall observe, perform and satisfy all the terms, provisions, covenants and conditions required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. Seller shall pay and discharge all taxes, levies, liens and other charges, if any, on its assets and on the Purchased Loans that, in each case, in any manner would create any lien or charge upon the Purchased Loans, except for any such taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP. (k) Seller shall maintain its existence as corporation, organized solely and in good standing under the law of the State of Maryland and shall not dissolve, liquidate, merge with or into any other Person or otherwise change its organizational structure or identity or incorporate in any other jurisdiction unless Seller shall have notified Buyer in writing at least 30 days prior to any intent not to so maintain its existence and, in connection with a merger, (i) the surviving or resulting entity shall be a corporation or partnership organized under the laws of the United States or any state thereof; (ii) such entity shall expressly assume by written agreement, in form and substance satisfactory to Buyer in Buyer's sole discretion, the performance of all of Seller's duties and obligations hereunder and the Transaction Documents and (iii) such entity shall be at least as creditworthy as Seller, as determined by Buyer in Buyer's sole and absolute discretion; and provided, further, that after giving effect thereto, no Default or Event of Default would exist hereunder. (l) Seller shall maintain all records with respect to the Purchased Loans and the conduct and operation of its business with no less a degree of prudence than if the Purchased Loans were held by Seller for its own account and will furnish Buyer, upon request by Buyer or its designated representative, with information reasonably obtainable by Seller with respect to the Purchased Loans and the conduct and operation of its business. (m) Seller shall provide Buyer with notice of each modification of any Purchased Loan Documents consented to by Seller (including such modifications which do not constitute a Significant Modification). (n) Seller shall provide Buyer with notice of the occurrence of any "appraisal reduction event", "control appraisal period" or similar event under any participation agreement related to any Purchased Loan. (o) Seller shall provide Buyer with reasonable access to operating statements, the occupancy status and other property level information, with respect to the Mortgaged Properties, plus any such additional reports as Buyer may reasonably request. (p) Seller may propose, and Buyer will consider but shall be under no obligation to approve, strategies for the actual costs foreclosure or other realization upon the security for any Purchased Loan that has become a Defaulted Loan. (q) Seller shall not cause any Purchased Loan to be serviced by any servicer other than a servicer expressly approved in writing by Buyer. (r) Seller shall promptly deliver to Buyer true, correct and complete copies of Purchaser's appraisal and environmental study any material amendment, waiver or other modification to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effectthe CDO Indenture.

Affirmative Covenants of Seller. On and as of the date of this Agreement and each Purchase Date and at all times while this Agreement and any Transaction thereunder is in effect or any Repurchase Obligations remain outstanding: (a) Seller, at Seller's sole cost and expense, Seller shall until the earlier of, the Closing Date or termination promptly notify Buyer of this Agreement, keep and perform or cause any event and/or condition that is likely to be performed in all material respects: (i) all obligations have a Material Adverse Effect of the lessor under the Leases, and (ii) all obligations of which Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreementhas knowledge. (b) From Seller shall give notice to Buyer of the date following (together with details of the occurrence referred to therein and stating what actions Seller has taken or proposes to take with respect thereto): (i) promptly upon receipt by Seller of notice or knowledge of the occurrence of any Default or Event of Default; (ii) with respect to any Purchased Asset sold to Buyer hereunder, promptly following receipt of any unscheduled Principal Payment (in full or in part); (iii) with respect to any Purchased Asset sold to Buyer hereunder, promptly following receipt by Seller of notice or knowledge that the related Mortgaged Property has been materially damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as to materially and affect adversely the value of such Mortgaged Property; (iv) promptly upon receipt of notice by Seller or knowledge of (A) any Purchased Asset that becomes a Defaulted Asset, (B) any lien or security interest (other than security interests created hereby) on, or claim asserted against, any Purchased Asset or, to Seller's acceptance hereof to the earlier of’s knowledge, the Closing Date underlying collateral therefor, or termination (C) any event or change in circumstances that has or could reasonably be expected to have a material and adverse effect on the Market Value of this Agreementa Purchased Asset; (v) promptly, Seller shall not do, suffer or permit or agree to do and in any event within ten (10) days after service of process on any of the following, give to Buyer notice of all litigation, actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened) or other legal or arbitrable proceedings directly affecting Seller or directly affecting any of the assets of Seller before any Governmental Authority that (A) questions or challenges the validity or enforceability of any of the Transaction Documents or any material action to be taken in connection with the transactions contemplated hereby, (B) makes a claim or claims in an aggregate amount greater than $500,000, (C) which, individually or in the aggregate, if adversely determined could reasonably be likely to have a Material Adverse Effect or (D) raises any lender licensee issues with respect to any Purchased Asset; (vi) promptly upon any transfer of any underlying Mortgaged Property or any direct or indirect equity interest in any Mortgagor of which Seller has knowledge, whether or not consent to such transfer is required under the applicable Purchased Asset Documents; and (vii) promptly, and in any event within ten (10) days after Seller or any of its ERISA Affiliates knows or has reason to know that any “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur in respect of a Plan that, individually or in the aggregate, either has resulted, or could reasonably be expected to result, in a Material Adverse Effect. (c) To the extent in the possession of Seller or otherwise available, Seller shall provide Buyer with copies of such documents as Buyer may reasonably request evidencing the truthfulness of the representations set forth in Section 10 hereof. (d) Seller shall defend the right, title and interest of Xxxxx in and to the Purchased Assets and any Hedging Transactions against, and take such other action as is necessary to remove, any liens, security interests, claims, encumbrances, charges and demands of all Persons thereon (other than security interests granted to Buyer hereunder), and take any such other action as is necessary to obtain or preserve a first priority perfected security interest in the Purchased Assets and any Hedging Transactions. (e) Seller will permit Buyer or its designated representative to inspect any of Seller’s records with respect to all or any portion of the Purchased Assets and the conduct and operation of its business related thereto at such reasonable times and with reasonable frequency requested by Buyer or its designated representative and to make copies of extracts of any and all thereof. (f) If any amount payable under or in connection with any of the Purchased Assets shall be or become evidenced by any promissory note, other instrument or chattel paper (as each of the foregoing is defined under the UCC), or the equivalent thereof in any non-U.S. jurisdiction, such note, instrument or chattel paper shall be immediately delivered to Buyer or its designee upon receipt by Seller, duly endorsed in a manner satisfactory to Buyer or if any collateral or other security shall subsequently be delivered to Seller in connection with any Purchased Asset, Seller shall immediately deliver or forward such item of collateral or other security to Buyer or its designee upon receipt by Seller, together with such instruments of assignment as Buyer may reasonably request. (g) Seller shall provide (or cause to be provided) to Buyer the following financial and reporting information: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of businessMonthly Statement; (ii) Except the Quarterly Report, together with all operating statements and occupancy information that Seller or Servicer has received relating to the Purchased Assets for the related fiscal quarter; (iii) Guarantor’s Financial Covenant Compliance Certificate; (iv) within forty-five (45) days following the end of each of the first three quarters, and within ninety (90) days following the end of each fiscal year, as the case may be, an Officer’s Certificate of Seller in form and substance reasonably satisfactory to Buyer certifying, after due inquiry, to such officer’s knowledge, that, except as otherwise disclosed therein, during such fiscal quarter or year, as applicable, Seller has observed or performed all of its material covenants and other material agreements, and satisfied every material condition, contained in this Agreement and the other Transaction Documents to be observed, performed or satisfied by it, and that there has occurred no Event of Default and no event or circumstance has occurred that is reasonably likely to result in a Material Adverse Effect; (v) within ten (10) Business Days after Xxxxx’s request, such further information with respect to the operation of any Mortgaged Property, Purchased Asset, the financial affairs of Seller or Guarantor and any Plan and Multiemployer Plan as may be reasonably requested by Xxxxx, including all business plans prepared by or for Seller's execution of New Leases, as provided in Section 4.3(e), sell, encumber, or grant any interest to the extent in the Property in any form or manner whatsoever, possession of Seller or otherwise perform or permit any act which will diminish available; (vi) upon the request of Buyer no more often than annually, updated Appraisals of the Mortgaged Properties relating to the Purchased Assets, at Seller’s sole cost and expense; and (vii) within ten (10) Business Days after Xxxxx’s request, such other reports as Buyer shall reasonably request to the extent in the possession of Seller or otherwise affect Purchaser's interest available. Notwithstanding anything to the contrary contained in this Section 12 or otherwise in this Agreement, Seller’s failure to deliver any financial statements required pursuant to this Section 12(g) shall not constitute an Event of Default under this Agreement to the extent that such financial statements have been publicly posted on the official website of Guarantor or in its parent or appropriately filed with the Property, SEC. Seller shall promptly deliver electronic notice to Buyer after the posting of any financial statements required to be delivered hereunder to Guarantor’s website or which will prevent Seller's full performance the filing of its obligations hereundersame with the SEC together with a link to such posted or filed financial statements. (ch) From Seller shall at all times comply in all material respects with all laws (including, without limitation, Prescribed Laws), ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets, and Seller shall do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence and all licenses material to its business. (i) Seller agrees that, from time to time upon the date prior written request of Seller's acceptance hereof Xxxxx, Seller shall execute and deliver such further documents, provide such additional information and reports and perform such other acts as Buyer may reasonably request in order to insure compliance with all Prescribed Laws and to fully effectuate the earlier of the Closing Date or termination purposes of this Agreement; provided, upon reasonable advance notice from Purchaser (which notice however, that nothing herein shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires construed as requiring Buyer to conduct any environmental sampling inquiry or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing decreasing Seller’s responsibility for its statements, representations, warranties or sampling), Purchaser shall first provide Seller covenants hereunder. In order to enable Buyer and its respective Affiliates to comply with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller any anti-money laundering program and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, related responsibilities including, but not limited to, an environmental engineer any obligations under the Prescribed Laws and regulations thereunder, Seller on behalf of itself and its Affiliates makes the following representations and covenants to Buyer and its Affiliates: (A) that neither Seller, nor, any of its Affiliates, is a Prohibited Person and (B) Seller is not acting on behalf of or consultant on behalf of any Prohibited Person. Xxxxxx agrees to promptly notify Buyer or a person appointed by Xxxxx to administer their anti-money laundering program, if applicable, of any change in information affecting this Section 12(i) of which Seller has knowledge. (j) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (k) Seller shall advise Buyer in writing of the opening of any new chief executive office of Seller or the closing of any such office and of any change in Seller’s name or the places where the books and records pertaining to the Purchased Assets are held not less than ten (10) Business Days prior to taking any such action. (l) Seller shall pay when due all Transaction Costs. Seller shall pay and discharge all Taxes, levies, liens and other charges, if any, on its assets and on the Purchased Assets that, in each case, in any manner would create any lien or charge upon the Purchased Assets, except for any such liens granted under the Transaction Documents and any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP. (m) Seller shall maintain its existence as a limited liability company organized solely and in good standing under the law of the State of Delaware and shall not dissolve, liquidate, merge with or into any other Person or otherwise change its organizational structure or documents or identity or incorporate or organize in any other jurisdiction. (n) Seller shall maintain all records with respect to the Purchased Assets and the conduct and operation of its business with no less a degree of prudence than if the Purchased Assets were held by Seller for its own account and will furnish Buyer, upon request by Buyer or its designated representative, with information reasonably obtainable by Seller with respect to the Purchased Assets and the conduct and operation of its business. (o) Seller shall provide Buyer with notice of each modification of any Purchased Asset Documents consented to by Seller (in connection including such modifications which do not constitute a Significant Modification). (p) Seller shall provide Buyer with reasonable access to operating statements, the occupancy status and other property level information, with respect to the Mortgaged Properties, plus any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's such additional reports as Buyer may reasonably request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition each case to the extent Purchaser in the possession of Seller or its Permittees have altered Servicer or damaged the Property in any mannerotherwise available. (dq) Seller may propose, and Xxxxx will consider, but shall be under no obligation to approve, strategies for the foreclosure or other realization upon the security for any Purchased Asset that has become a Defaulted Asset. (r) Seller shall notify Purchaser promptly if Seller becomes aware of not cause any transactions or occurrence prior Purchased Asset to the Closing Date which would make be serviced by any of the representations or warranties of Seller contained servicer other than a servicer expressly approved in Section 7.2 hereof not true in any material respectwriting by Buyer. (es) Any vacant rentable space If Seller shall at any time become entitled to receive or shall receive any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for a Purchased Asset, or otherwise in respect thereof, Seller shall accept the same as Buyer’s agent, hold the same in trust for Buyer and deliver the same forthwith to Buyer (or Custodian, as appropriate) in the Real Property will be placed into Rent Ready Condition which is defined exact form received, duly endorsed by Seller to Buyer if required, together with all related and necessary duly executed Transfer Documents to be that all walls are patched and freshly paintedheld by Xxxxx hereunder as additional collateral security for the Transactions. If any sums of money or property so paid or distributed in respect of the Purchased Assets shall be received by Seller, each space Seller shall, until such money or property is paid or delivered to be demised has a fully-fixtured and operable bathroomBuyer, and all doors have locks and are operablehold such money or property in trust for Buyer, segregated from other funds of Seller, as additional collateral security for the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean conditionTransactions. (ft) Seller agrees shall not permit Sponsor or Guarantor to cooperate with Purchaser's accountants (at no cost or expense to Seller) relative to the performance by said accountants of an audit of Seller's books and records relating to the Property. If Purchaser's auditors internalize its management without Buyer’s prior written approval, which shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to Seller whereupon Purchaser shall obtain a return of the Deposit and Seller shall reimburse Purchaser for the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effectbe unreasonably withheld.

Affirmative Covenants of Seller. On and as of the date hereof and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction, Seller shall observe the following covenants: (a) Seller shall promptly notify Buyer of any event and/or condition of which it has knowledge that, in Seller’s commercially reasonable judgment, at Seller's sole cost and expensecould reasonably be expected to have a Material Adverse Change; provided, however, that nothing in this Section 11 shall until the earlier of, the Closing Date or termination relieve Seller of this Agreement, keep and perform or cause to be performed in all material respects: (i) all its obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any provide Buyer with copies of such documents as Buyer may request evidencing the truthfulness of the following: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided representations set forth in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunder9. (c) From Seller (1) shall defend the date right, title and interest of Seller's acceptance hereof Buyer in and to the earlier Collateral against, and take such other action as is necessary to remove, Liens, claims and demands of the Closing Date all Persons (other than security interests by or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance through Buyer) and shall be two (2) business days shall, at Buyer’s request, take all actions necessary to ensure that Buyer will have a first priority security interest in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is Purchased Mortgage Loans subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain Transactions in the event such Transactions are recharacterized as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannersecured financings. (d) Seller shall notify Purchaser promptly if Seller becomes aware Buyer and the Depository of the occurrence of any transactions Default or occurrence prior Event of Default with respect to Seller as soon as possible but in no event later than the Closing Date which would make any second (2nd) Business Day after obtaining actual knowledge of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectsuch event. (e) Any vacant rentable space With respect to each Purchased Mortgage Loan, Seller shall provide evidence of any Hedging Transaction. Seller shall not amend, modify, grant any waiver, consent to any departure, terminate or fail to keep in the Real Property will be placed into Rent Ready Condition which is defined to be that all walls are patched full force and freshly paintedeffect, each space interest rate protection agreement relating to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean conditionHedging Transaction. (f) Seller agrees shall promptly (and in any event not later than two (2) Business Days after obtaining actual knowledge) deliver notice to cooperate Buyer of the occurrence of (i) any default under any material agreement, contract or other instrument to which Seller, Guarantor or Sponsor is a party; provided that with Purchaser's accountants (at no cost or expense respect to Guarantor and Sponsor the default in question is in excess of $10,000,000, and with respect to Seller, the default in question is in excess of $500,000, or any acceleration of the maturity of any material indebtedness owing by Seller, Guarantor or Sponsor, provided that with respect to Guarantor and Sponsor the material indebtedness is in excess of $10,000,000, and with respect to Seller, the material indebtedness is in excess of $500,000, (ii) relative the commencement of, and any material determination in, any litigation with any third party or any proceeding before any Governmental Authority affecting any Seller Party that, if adversely determined, could reasonably be expected to result in a Material Adverse Change to a Seller Party, (iii) any written notice of the occurrence of a default or an event of default received or sent by Seller pursuant to the performance Mortgage Loan Documents, (iv) any written notice of any Environmental Complaint or any claim, demand, action, event, condition, report or investigation indicating any potential or actual liability arising in each case with regard to a Purchased Mortgage Loan in connection with: (a) the non-compliance with or violation of the requirements of any Environmental Law or any permit issued under any Environmental Law; or (b) the release or threatened release of any Hazardous Material into the environment; (c) the existence of any Environmental Lien on any Mortgaged Property or assets of such Underlying Obligor; (d) any material remedial action taken by said accountants any Underlying Obligor in response to any order, consent decree or judgment of any Governmental Authority or any Environmental Liability; or (e) the listing of any of such Mortgaged Properties on CERCLIS to the extent that such Seller obtains knowledge of such listing, (v) a Material Condemnation or Material Damage or Destruction to any Mortgaged Property; (vi) any other information with respect to the Purchased Mortgage Loans as may be reasonably requested by Buyer from time to time, (vii) any principal prepayment (in full or partial) of any Purchased Mortgage Loan, or (viii) any event or circumstance which causes a Purchased Mortgage Loan to become an Impaired Asset. (g) Seller shall provide such information and take such actions as are reasonably requested by Buyer in order to assist Buyer in maintaining compliance with the PATRIOT Act. In connection with the foregoing, Seller shall promptly notify Buyer of the admission of any new additional members, partners, shareholders or other holders (other than Affiliates of Seller or Manager) of an audit indirect ownership interest in Seller of Seller's books and records relating greater than twenty-five percent (25%) except to the Propertyextent that such interests are obtained through a public market offering (including an IPO Transaction) or secondary market trading. If Purchaser's auditors shall request Seller to execute a representation letter addressed Notwithstanding the foregoing to the auditors and contrary, Seller may not admit any additional members, partners, shareholders or other holders of an indirect interest in Seller if such admission would result in a Change of Control. (h) Seller shall permit Buyer or its designated representative to inspect Seller’s records with respect to the Collateral and the auditors cannot agree on the content conduct and operation of its business related thereto upon reasonable prior written notice from Buyer or its designated representative, at such reasonable times and with reasonable frequency, and to make copies of extracts of any and all thereof, Purchaser may terminate this Agreement . (i) If Seller shall at any time become entitled to receive or shall receive any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for the Purchased Mortgage Loans, or otherwise in respect thereof, Seller shall accept the same as Buyer’s agent, hold the same in trust for Buyer and deliver the same forthwith to Buyer in the exact form received, duly endorsed by Seller to Buyer, if required,. If any sums of money or property so paid or distributed in respect of the Purchased Mortgage Loans shall be received by Seller, Seller shall, until such money or property is paid or delivered to Buyer, hold such money or property in trust for Buyer, segregated from other funds of Seller, as additional collateral security for the Transactions. (j) At any time from time to time upon request of Buyer, at the sole expense of Seller, Seller will promptly and duly execute and deliver such further instruments and documents and take such further actions as Buyer may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement including the first priority security interest granted hereunder and of the rights and powers herein granted (including, among other things, filing such UCC financing statements as Buyer may reasonably request). If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any subsequent promissory note, other instrument, negotiable document, certificated security or chattel paper, such note, instrument, document, security or chattel paper shall be immediately delivered to Buyer, duly endorsed in a manner satisfactory to Buyer, to be held as Collateral pursuant to this Agreement, and the documents delivered in connection herewith. Seller hereby irrevocably authorizes Buyer at any time and from time to time to file in any filing office in any jurisdiction any initial financing statements and amendments thereto that (1) indicate the Collateral (i) as all assets of Seller or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (2) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Seller is an organization, the type of organization and any organization identification number issued to Seller, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Seller agrees to furnish any such information to Buyer promptly upon request. Seller also ratifies its authorization for Buyer to have filed in any jurisdiction any initial financing statements or amendments thereto if filed prior to the Closing Date by written notice date hereof. (k) Seller shall provide, and shall cause Guarantors to Seller whereupon Purchaser shall obtain a return provide, to Buyer the following financial and reporting information: (i) Within sixty (60) days after the last day of each calendar quarter, Guarantors’ unaudited consolidated statements of income for such quarter and balance sheet as of the Deposit end of such quarter (which statements and balance sheets shall separately break out the statements of income and balance sheets of the Seller and Guarantor); (ii) Within ninety (90) days after the last day of its fiscal year, Guarantors’ audited consolidated statements (which statements and balance sheets shall separately break out the statements of income and changes in cash flow for Guarantor), in each case presented fairly in accordance with GAAP, and accompanied, in all cases, by an unqualified report of a nationally recognized independent certified public accounting firm consented to by Buyer; (iii) Within sixty (60) days after the last day of each calendar quarter, in conjunction with the delivery of the financial statements required to be delivered pursuant to Section 11(k)(i) and Section 11(k)(ii), an officer’s certificate from Seller and Guarantor in the form attached hereto as Exhibit VII, signed by the chief financial officer or authorized representative of Seller and Guarantor, as applicable, addressed to Buyer certifying that, as of such date and as of the end of such prior calendar quarter, (x) Seller and Guarantor are in compliance with all of the terms, conditions and requirements of this Agreement, the Guaranty, and the Transaction Documents, no (1) Margin Deficit or (2) Default or Event of Default exists (except as may be specified in such certificate) with calculations reflecting the Debt Yield and LTV of each of the Purchased Mortgage Loans as of the last day of the prior calendar quarter and (y) a list of all Purchased Mortgage Loans that are part of the Facility and the applicable Repurchase Price therefor; (iv) Upon request from Buyer, any and all property level financial information with respect to the Purchased Mortgage Loans that is in the possession or control of Seller or an Affiliate, or such other information as may be mutually determined and agreed upon in writing by both Buyer and Seller, including, without limitation, rent rolls, operating statements, income statements and Seller’s quarterly asset summaries; and (v) such other information regarding the financial condition, operations, business or cash flow of Seller and Guarantor as Buyer may reasonably request to determine (i) compliance with any covenant set forth in this Agreement or any Transaction Document, (ii) the existence of a Default or Event of Default or (iii) the existence of any Margin Deficit. (l) Seller shall reimburse Purchaser at all times comply in all material respects with all Requirements of Law (including, without limitation, all Environmental Laws, Anti-Corruption Laws and applicable Sanctions); shall do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business. (m) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (n) Seller shall observe, perform and satisfy all the actual costs terms, provisions, covenants and conditions required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. Seller shall pay and discharge all taxes, levies, liens and other charges on its assets and on the Collateral that, in each case, in any manner would create any lien or charge upon the Collateral, except for any such taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP. (o) Seller will maintain records with respect to the Collateral and the conduct and operation of Purchaser's appraisal its business with no less a degree of prudence than if the Collateral were held by Seller for its own account and environmental study will furnish Buyer, upon request by Buyer or Buyer’s designated representative, with information reasonably obtainable by Seller with respect to a maximum amount the Collateral and the conduct and operation of $8,500.00 and this Agreement shall become null and void and of no further force or effectits business.

Affirmative Covenants of Seller. (a) SellerSeller shall promptly notify Buyer of any material adverse change in its business operations and/or financial condition; provided, at Seller's sole cost and expensehowever, that nothing in this Section 12 shall until the earlier of, the Closing Date or termination relieve Seller of this Agreement, keep and perform or cause to be performed in all material respects: (i) all its obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any provide Buyer with copies of such documents as Buyer may reasonably request evidencing the truthfulness of the following: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided representations set forth in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunder10. (c) From Seller (1) shall defend the date right, title and interest of Seller's acceptance hereof the Buyer in and to the earlier Collateral against, and take such other action as is necessary to remove, the Liens, security interests, claims and demands of the Closing Date all Persons (other than security interests by or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance through Buyer) and shall be two (2) business days shall, at Buyer's reasonable request, take all action necessary to ensure that Buyer will have a first priority security interest in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects Purchased Securities and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is Purchased Loans subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain Transactions in the event such Transactions are recharacterized as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannersecured financings. (d) Seller shall notify Purchaser promptly if Seller becomes aware Buyer and the Depository of the occurrence of any transactions Default or occurrence prior Event of Default with respect to Seller as soon as possible but in no event later than the Closing Date which would make any second (2nd) Business Day after obtaining actual knowledge of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectsuch event. (e) Any vacant rentable space in Seller shall cause the Real Property will be placed into Rent Ready Condition which is defined special servicer rating of the special servicer with respect to all mortgage loans underlying Portfolio Securities to be that no lower than "above average" by Standard & Poor's Ratings Group to the extent Seller controls or is entitled to control the selection of the special servicer. In the event the special servicer rating with respect to any Person acting as special servicer for any mortgage loans underlying Portfolio Securities shall be below "above average" by Standard & Poor's Rating Group, or if an Act of Insolvency occurs with respect to Seller or Sponsor, Buyer shall be entitled to transfer special servicing with respect to all walls are patched and freshly paintedPortfolio Securities to an entity satisfactory to Buyer, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling extent Seller controls or is completed with acoustical tile and standard fluorescent lighting and entitled to control the floor is in broom-clean conditionselection of the special servicer. (f) With respect to each Purchased Security and Purchased Loan, Seller agrees shall maintain a hedging strategy (including swaps and other derivatives) approved by Buyer in Buyer's good faith business judgment, enter into Hedging Transactions acceptable to cooperate with Purchaser's accountants (at no cost or expense to Seller) relative Buyer and, upon request of Buyer, provide evidence of such strategy. Such Hedging Transaction shall be pledged to the performance Buyer as collateral for the Transactions and may be marked to market from time to time by said accountants Buyer. (g) Seller shall promptly (and in any event not later than two (2) Business Days following receipt) deliver to Buyer (i) any notice of the occurrence of an audit event of default under or report received by Seller pursuant to the Securitization Documents; (ii) any notice of transfer of servicing under the Securitization Documents and (iii) any other information with respect to the Portfolio Collateral as may be reasonably requested by Buyer from time to time. (h) Seller will permit Buyer or its designated representative to inspect Seller's records with respect to the Collateral and the conduct and operation of its business related thereto upon reasonable prior written notice from Buyer or its designated representative, at such reasonable times and with reasonable frequency, and to make copies of extracts of any and all thereof, subject to the terms of any confidentiality agreement between the Buyer and the Seller. Buyer shall act in a commercially reasonable manner in requesting and conducting any inspection relating to the conduct and operation of Seller's business. (i) If the Seller shall at any time become entitled to receive or shall receive any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for the Portfolio Securities, or otherwise in respect thereof, the Seller shall accept the same as the Buyer's agent, hold the same in trust for the Buyer and deliver the same forthwith to the Buyer in the exact form received, duly endorsed by the Seller to the Buyer, if required, together with an undated bond power covering such certificate duly executed in blank to be held by the Buyer hereunder as additional collateral security for the Transactions. If any sums of money or property so paid or distributed in respect of the Portfolio Securities shall be received by the Seller, the Seller shall, until such money or property is paid or delivered to the Buyer, hold such money or property in trust for the Buyer, segregated from other funds of the Seller, as additional collateral security for the Transactions. (j) At any time from time to time upon the reasonable request of Buyer, at the sole expense of Seller, Seller will promptly and duly execute and deliver such further instruments and documents and take such further actions as Buyer may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement including the first priority security interest granted hereunder and of the rights and powers herein granted (including, among other things, filing such UCC financing statements as Buyer may reasonably request). If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Buyer, duly endorsed in a manner reasonably satisfactory to the Buyer, to be held as Collateral pursuant to this Agreement, and the documents delivered in connection herewith. (k) Seller shall provide Buyer with the following financial and reporting information: (i) Within 45 days after the last day of each of the first three fiscal quarters in any fiscal year, Sponsor's unaudited consolidated statements of income and statements of changes in cash flow for such quarter and balance sheets as of the end of such quarter, in each case presented fairly in accordance with GAAP and certified as being true and correct by an officer's certificate; (ii) Within 90 days after the last day of its fiscal year, Sponsor's audited consolidated statements of income and statements of changes in cash flow for such year and balance sheets as of the end of such year, in each case presented fairly in accordance with GAAP, and accompanied, in all cases, by an unqualified report of a nationally recognized independent certified public accounting firm consented to by Buyer (Buyer hereby consenting to Ernst & Young or any other national accounting firm selected by NRFC GP); (iii) Within 45 days after the last day of each calendar quarter in any fiscal year, any and all property level financial information with respect to the Purchased Loans that is in the possession of the Seller or an Affiliate, including, without limitation, rent rolls and income statements; (iv) Within 45 days after the last day of each calendar quarter in any fiscal year, an officer's certificate from the Seller addressed to Buyer certifying that, as of such calendar quarter, (x) Seller is in compliance with all of the terms, conditions and requirements of this Agreement, and (y) no Event of Default exists; and (v) Within thirty days after each month end, a monthly reporting package containing all substantially in the form of Exhibit III attached hereto. (l) Seller shall at all times comply in all material respects with all laws, ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets and Seller shall do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business. (m) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (n) Seller shall observe, perform and satisfy all the terms, provisions, covenants and conditions required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. Seller shall pay and discharge all taxes, levies, liens and other charges on its assets and on the Collateral that, in each case, in any manner would create any lien or charge upon the Collateral, except for any such taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP in all material respects. (o) Seller shall advise Buyer in writing of the opening of any new chief executive office or the closing of any such office and of any change in Seller's name or the places where the books and records relating pertaining to the PropertyPurchased Securities are held not less than fifteen (15) Business Days prior to taking any such action. (p) Seller will maintain records with respect to the Collateral and the conduct and operation of its business with no less a degree of prudence than if the Collateral were held by Seller for its own account and will furnish Buyer, upon reasonable request by Buyer or its designated representative, with reasonable information reasonably obtainable by Seller with respect to the Collateral and the conduct and operation of its business. (q) Seller shall provide Buyer with reasonable access to operating statements, the occupancy status and other property level information, with respect to the Mortgaged Properties, plus any such additional reports as Buyer may reasonably request to the extent in Seller's possession. If Purchaser's auditors Upon written direction of Buyer, Seller shall request Seller to execute a representation letter addressed to from the auditors applicable servicer, obligor or borrower any and Seller and all financial statements, property level reports, operating statements or other information which the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to Seller whereupon Purchaser shall obtain a return holder of the Deposit and Seller shall reimburse Purchaser for applicable Purchased Loan or Purchased Security has the actual costs of Purchaser's appraisal and environmental study right to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force request under the related Purchased Loan Documents or effectthe Securitization Documents.

Affirmative Covenants of Seller. (a) Seller, at Seller's sole cost and expense, shall until the earlier of, of the Closing Date or termination of this Agreement, keep and perform or cause to be performed in all material respects: (i) all i)all obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From the date of Seller's acceptance hereof to the earlier of, of the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any of the following: : (i) Enter into any transaction in respect to or affecting the Proper Property out of the ordinary course of business; ; (ii) Except for Seller's execution of New new Leases, as provided in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations obligation hereunder. (c) From the date of Seller's acceptance hereof to the earlier of the Closing Date or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If In no event shall Purchaser desires to conduct make any environmental sampling intrusive physical testing (environmental, structural or testing otherwise) at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing such as soil borings, water samplings or sampling), Purchaser the like) without Seller's prior written consent (and shall first provide Seller with in all events promptly return the proposed study plan therefor ("Plan"). The Plan is subject Property to the approval of Seller its prior condition and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser repair thereafter).Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with win this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to -14- provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, tenants and employees ("Indemnified Parties") harmless from any expense, loss, liability, suit, action action, judgment, or claim (including, without limitation, any mechanics' liens lien which may be filed against the Property) which any of the indemnified parties Indemnified Parties may incur, suffer or sustain as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will shall deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or restore(or cause to be restored), ) the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any manner. (d) Seller shall notify Purchaser promptly if Seller becomes aware of any transactions transaction or occurrence prior to the Closing Date which would make any of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respect. (e) Any vacant rentable space in the Real Property will be placed into Rent Ready Condition Condition, which is defined to be that all walls are patched and freshly painted, each space to be demised has a fully-fully fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean condition. (f) Seller agrees to cooperate with Purchaser's accountants (at no cost or expense to Seller) relative to the performance by said accountants of an audit of Seller's books and records relating solely to the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to Seller Seller, whereupon Purchaser shall obtain a return of the Deposit and Deposit. (g) Seller shall reimburse Purchaser for keep the actual costs First Note and First Mortgage current and free from default from and after the execution of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effectto Closing.

Affirmative Covenants of Seller. (a) Seller, at Seller's sole cost and expense, shall until the earlier of, of the Closing Date or termination of this Agreement, keep and perform or cause to be performed in all material respects: (i) all obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From the date of Seller's acceptance hereof to the earlier of, of the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any of the following: (i) Enter into any transaction in respect to or affecting the Proper Property out of the ordinary course of business; (ii) Except for Seller's execution of New new Leases, as provided in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations obligation hereunder. (c) From the date of Seller's acceptance hereof to the earlier of the Closing Date or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If In no event shall Purchaser desires to conduct make any environmental sampling intrusive physical testing (environmental, structural or testing otherwise) at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing such as soil borings, water samplings or samplingthe like) without Seller's prior written consent (and shall in all events promptly return the Property to its prior condition and repair thereafter), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with win this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any manner. (d) Seller shall notify Purchaser promptly if Seller becomes aware of any transactions or occurrence prior to the Closing Date which would make any of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respect. (e) Any vacant rentable space in the Real Property will be placed into Rent Ready Condition which is defined to be that all walls are patched and freshly painted, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean condition. (f) Seller agrees to cooperate with Purchaser's accountants (at no cost or expense to Seller) relative to the performance by said accountants of an audit of Seller's books and records relating to the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to Seller whereupon Purchaser shall obtain a return of the Deposit and Seller shall reimburse Purchaser for the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effect.to

Affirmative Covenants of Seller. (a) Seller, at Seller's sole cost and expense, shall until maintain or cause to be maintained the earlier of, Property free from waste and neglect and in as good order and repair as of the date hereof and through the Closing Date or termination of this Agreement. Subject to the provisions of Article IX hereinabove, keep and perform or cause to be performed in all material respects: (i) all obligations on the Closing Date, Seller shall tender possession of the lessor under Property to Purchaser in the Leasessame condition the Property was in when last inspected by Purchaser, except for ordinary wear and tear, casualty loss and condemnation (ii) all obligations of Seller under the Legal Requirements if Seller's failure provided Purchaser shall not have elected to perform any terminate this Agreement pursuant to Section 9.02 as a result of such Legal Requirements would adversely affect Seller's ability to consummate this Agreementcasualty loss or condemnation). (b) From the date of Seller's acceptance hereof Effective Date to the earlier ofClosing Date, Seller shall maintain or cause to be maintained in full force and effect property, liability and other insurance upon and with respect to the Property comparable to the coverages Seller currently maintains with respect to the Property. (c) From the Effective Date to the Closing Date or earlier termination of this Agreement, Seller shall operate and maintain the Property in the same manner as it has been operated and maintained heretofore, provided that during said period, without the prior written consent of Purchaser, Seller shall not do, suffer or permit permit, or agree to do do, any of the following: (i) Enter into any other transaction in with respect to or affecting the Proper out of the ordinary course of businessProperty; (ii) Except for Seller's execution of New LeasesSell, as provided in Section 4.3(e), sell, encumber, encumber or grant any interest in the Property or any part thereof in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in or to the Property, Property or which will prevent Seller's full performance of its obligations hereunder; (iii) Enter into, amend, waive any rights under, terminate or extend any Contract; or (iv) Remove from the Property any of the fixtures thereon or any of the Personal Property, other than in the ordinary course of business and provided such fixtures or Personal Property are replaced with fixtures or Personal Property of similar value and utility. (cd) From the date of Seller's acceptance hereof Effective Date to the earlier of the Closing Date or termination of this AgreementDate, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property and the improvements thereon to examine, inspect, measure and test the Property Property. In connection with any entry by Purchaser, or its representatives, agents, employees, lenders, contractors, appraisers, architects or engineers onto the Property, Purchaser shall give Seller reasonable advance notice of such entry and access shall conduct such entry and any inspections in connection therewith (i) during normal business hours, (ii) so as to minimize, to the office of Seller to review greatest extent possible, interference with Seller's books business, (iii) in compliance with all applicable laws, and records relating (iv) otherwise in a manner reasonably acceptable to Seller. Without limiting the operation foregoing, prior to any entry to perform any on-site testing, including but not limited to any borings, drillings or samplings, Purchaser shall give Seller written notice thereof, including the identity of the company or persons who will perform such testing and the proposed scope and methodology of the testing. Seller shall approve or disapprove, in Seller's reasonable discretion, the proposed testing within three (3) Business Days after receipt of such notice. If Seller fails to respond within such three (3) Business Day period, Seller shall be deemed to have approved the right to require that a representative of Seller may accompany any or all of the Permitteesproposed testing. If Purchaser desires to conduct or its representatives, agents, employees, lenders, contractors, appraisers, architects or engineers take any environmental sampling or testing at sample from the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling)in connection with any such approved testing, Purchaser shall provide to Seller a portion of such sample being tested to allow Seller, if it so chooses, to perform its own testing. Purchaser shall permit Seller or its representative to be present to observe any testing or other inspection or due diligence review performed on or at the Property. Upon the request of Seller, Purchaser shall promptly deliver to Seller copies of any reports relating to any testing or other inspection of the Property performed by Purchaser or its representatives, agents, employees, lenders, contractors, appraisers, architects or engineers. Notwithstanding anything to the contrary contained herein, Purchaser shall not contact any governmental authority without first obtaining the prior written consent of Seller thereto which consent may be withheld or conditioned in Seller's reasonable discretion; provided, however, that Purchaser may contact any governmental authority it chooses to obtain information generally available to the public. Seller, at Seller's election, shall be entitled to have a representative participate in any telephone or other contact made by Purchaser to a governmental authority and be present at any meeting by Purchaser with a governmental authority. Purchaser shall maintain, and shall assure that its contractors maintain, public liability, property damage and worker's compensation insurance in amounts and in form and substance adequate to insure against all liability of Purchaser and its representatives, agents, employees, lenders, contractors, appraisers, architects or engineers, arising out of any entry or inspections of the Property pursuant to the provisions hereof, and Purchaser shall provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval evidence of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved such insurance coverage upon request by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees Seller harmless from and against any losscosts, liabilitydamages, suitliabilities, action judgmentlosses, expenses, liens or claim claims (including, without limitation, court costs and reasonable attorneys' fees and disbursements) arising out of or relating to any mechanics' liens which may be filed against entry on the Property by Purchaser, its representatives, agents, employees, lenders, contractors, appraisers, architects or engineers in the course of performing the inspections, testings or inquiries provided for in this Agreement, including, without limitation, any release of Hazardous Materials or any damage to the Property) which any of the indemnified parties may suffer or sustain ; provided, that, Purchaser shall not be liable to Seller solely as a result of the exercise discovery by Purchaser of its rights (and that of its Permittees) to enter upon a pre-existing condition on the Property unless the loss is caused by the negligence or willful act of Purchaser, its representatives, agents, employees, lenders, contractors, appraisers, architects or engineers. The foregoing indemnity shall survive beyond the office Closing, or, if the sale is not consummated, beyond the termination of Seller pursuant to this Agreement. Purchaser's right of entry, as provided in this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored10.01(d), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any manner. (d) Seller shall notify Purchaser promptly if Seller becomes aware of any transactions or occurrence prior to continue up through the Closing Date which would make any of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectunless this Agreement is earlier terminated. (e) Any vacant rentable space in Seller has delivered to Purchaser prior to the Real Property will be placed into Rent Ready Condition which is defined to be that all walls are patched Effective Date true, correct and freshly painted, each space to be demised has a fully-fixtured complete copies of the following (collectively with Title Commitment and operable bathroom, and all doors have locks and are operableSurvey, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean condition."Due Diligence Documents"): (fi) Seller agrees to cooperate with Purchaser's accountants All Licenses; (at no cost or expense to Sellerii) relative All physical reports and environmental studies pertaining to the performance by said accountants of an audit of Property in Seller's books possession or control; (iii) As-built plans and records relating specifications for the improvements on the Property including the plans and specifications for and a complete description of all existing renovations to the Property. If ; and (iv) Any information in Seller's possession pertinent to Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors due diligence examination and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to Seller whereupon Purchaser shall obtain a return of the Deposit and Seller shall reimburse Purchaser for the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effectinspection.

Affirmative Covenants of Seller. On and as of the date hereof and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction: (a) Seller, at Seller's sole cost and expense, Seller shall until the earlier of, the Closing Date or termination promptly notify Administrative Agent of this Agreement, keep and perform or cause to be performed in all any material respects: adverse change (i) all obligations in the business operations and/or financial condition of the lessor under the LeasesSeller, and Pledgor or Guarantor; (ii) all impacting any Purchased Asset, including, without limitation, any adverse impact on maintaining regulatory compliance (including licensing) with respect to any such Purchased Asset, promptly after Seller has Knowledge thereof; provided, however, that nothing in this Article 11 shall relieve Seller of its obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From Seller shall provide Administrative Agent with copies of such documents as Administrative Agent may reasonably request evidencing the date truthfulness of Seller's acceptance hereof the representations set forth in Article 9 to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any of the following: (i) Enter into any transaction extent such documents are in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunder’s possession. (c) From Seller shall (i) defend the date right, title and interest of Seller's acceptance hereof Administrative Agent in and to the earlier Collateral and Purchased Items against, and take such other action as is necessary to remove, the Liens, security interests, claims and demands of the Closing Date or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property Persons (other than a customary Phase 1 Environmental Report which involves no intrusive testing or samplingLiens created in favor of Administrative Agent pursuant to the Transaction Documents), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject ii) to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved extent any additional limited liability company is formed by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office division of Seller pursuant to this Section 7.1(ca “plan of division” under the Delaware Limited Liability Company Act (and without prejudice to Article 10(b). Prior ), Seller shall cause any such additional limited liability company to assign, pledge and grant to Administrative Agent, on behalf of the Buyers, all of its assets, and shall cause any owner of such additional limited liability company to pledge all of the Capital Stock and any rights in connection therewith of such additional limited liability company, to Administrative Agent on behalf of Buyers, in support of all Repurchase Obligations in the same manner and to the same extent as the assignment, pledge and grant by Seller of all of Seller’s assets hereunder, and in the same manner and to the same extent as the pledge by each Pledgor of all of each such Pledgor’s right, title and interest in all of the Capital Stock of the applicable Seller and any rights in connection therewith, in each case pursuant to the applicable Pledge and Security Agreement, and (iii) at Administrative Agent’s reasonable request, take all action necessary to ensure that Administrative Agent, on behalf of the Buyers, will have a first priority security interest in the Purchased Assets subject to any of the Transactions in the event such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners Transactions are recharacterized as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannersecured financings. (d) Seller shall notify Purchaser promptly if Seller becomes aware Administrative Agent and the Depository of the occurrence of any transactions Default or occurrence prior to the Closing Date which would make any Event of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respect. (e) Any vacant rentable space in the Real Property will be placed into Rent Ready Condition which is defined to be that all walls are patched and freshly painted, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed Default with acoustical tile and standard fluorescent lighting and the floor is in broom-clean condition. (f) Seller agrees to cooperate with Purchaser's accountants (at no cost or expense to Seller) relative to the performance by said accountants of an audit of Seller's books and records relating to the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice respect to Seller whereupon Purchaser shall obtain a return as soon as possible but in no event later than the immediately succeeding Business Day after obtaining actual Knowledge of the Deposit and Seller shall reimburse Purchaser for the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effectsuch event.

Affirmative Covenants of Seller. (a) SellerSeller shall promptly notify Buyer of any material adverse change in its business operations and/or financial condition; provided, at Seller's sole cost and expensehowever, that nothing in this Article 12 shall until the earlier of, the Closing Date or termination relieve Seller of this Agreement, keep and perform or cause to be performed in all material respects: (i) all its obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any provide Buyer with copies of such documents as Buyer may reasonably request evidencing the truthfulness of the following: (i) Enter into any transaction representations set forth in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunderArticle 10. (c) From Seller (1) shall defend the date right, title and interest of Seller's acceptance hereof Buyer in and to the earlier Collateral and Purchased Items against, and take such other action as is necessary to remove, the Liens, security interests, claims and demands of the Closing Date all Persons (other than security interests by or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance through Buyer) and shall be two (2) business days shall, at Buyer’s reasonable request, take all action necessary to ensure that Buyer will have a first priority security interest in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is Purchased Assets subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain Transactions in the event such Transactions are recharacterized as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannersecured financings. (d) Seller shall notify Purchaser promptly if Seller becomes aware Buyer and the Depository of the occurrence of any transactions Default or occurrence prior Event of Default with respect to Seller as soon as possible but in no event later than the Closing Date which would make any second (2nd) Business Day after obtaining actual knowledge of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectsuch event. (e) Any vacant rentable space in Seller shall cause the Real Property will be placed into Rent Ready Condition which is defined special servicer rating of the special servicer with respect to all mortgage loans underlying Purchased Assets other than Seller itself to be that no lower than “average” by Standard & Poor’s Ratings Group to the extent Seller controls or is entitled to control the selection of the special servicer. In the event the special servicer rating with respect to any Person acting as special servicer for any mortgage loans underlying Purchased Assets other than Seller itself shall be below “average” by Standard & Poor’s Rating Group, or if an Act of Insolvency occurs with respect to Seller, Buyer shall be entitled to transfer special servicing with respect to all walls are patched and freshly paintedPurchased Assets to an entity satisfactory to Buyer, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling extent Seller controls or is completed with acoustical tile and standard fluorescent lighting and entitled to control the floor is in broom-clean conditionselection of the special servicer. (f) Seller agrees shall promptly (and in any event not later than two (2) Business Days following receipt) deliver to cooperate with Purchaser's accountants Buyer (at no cost i) any notice of the occurrence of an event of default under or expense to Seller) relative report received by Seller pursuant to the performance Purchased Asset Documents; (ii) any notice of transfer of servicing under the Purchased Asset Documents and (iii) any other information with respect to the Purchased Assets that may be requested by said accountants Buyer from time to time. (g) Seller will permit Buyer or its designated representative to inspect Seller’s records with respect to the Collateral and the Purchased Items and the conduct and operation of an audit its business related thereto upon reasonable prior written notice from Buyer or its designated representative, at such reasonable times and with reasonable frequency, and to make copies of extracts of any and all thereof, subject to the terms of any confidentiality agreement between Buyer and Seller. Buyer shall act in a commercially reasonable manner in requesting and conducting any inspection relating to the conduct and operation of Seller's ’s business. (h) If Seller shall at any time become entitled to receive or shall receive any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for a Purchased Asset, or otherwise in respect thereof, Seller shall accept the same as Buyer’s agent, hold the same in trust for Buyer and deliver the same forthwith to Buyer in the exact form received, duly endorsed by Seller to Buyer, if required, together with an undated bond power covering such certificate duly executed in blank to be held by Buyer hereunder as additional collateral security for the Transactions. If any sums of money or property so paid or distributed in respect of the Purchased Assets shall be received by Seller, Seller shall, until such money or property is paid or delivered to Buyer, hold such money or property in trust for Buyer, segregated from other funds of Seller, as additional collateral security for the Transactions. (i) At any time from time to time upon the reasonable request of Buyer, at the sole expense of Seller, Seller will promptly and duly execute and deliver such further instruments and documents and take such further actions as Buyer may request for the purposes of obtaining or preserving the full benefits of this Agreement including the first priority security interest granted hereunder and of the rights and powers herein granted (including, among other things, filing such UCC financing statements as Buyer may request). If any amount payable under or in connection with any of the Collateral or Purchased Items shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to Buyer, duly endorsed in a manner satisfactory to Buyer, to be itself held as a Purchased Item and/or Collateral, as applicable, pursuant to this Agreement, and the documents delivered in connection herewith. (j) Seller shall provide, or to cause to be provided, to Buyer the following financial and reporting information: (i) Within sixty (60) days after the last day of each of the first three fiscal quarters in any fiscal year, consolidated unaudited financial statements of Seller presented fairly in accordance with GAAP including a statement of operations and a statement of changes in cash flows for such quarter and statement of net assets as of the end of such quarter, and certified as being true and correct by an officer’s certificate; (ii) Promptly after the end of each month, to the extent provided by the applicable servicer, with respect to Eligible Assets that are Eligible Loans, any and all certified financial statements and rent rolls received from an applicable Eligible Loan borrower; (iii) Within one-hundred and twenty (120) days after the last day of its fiscal year, Seller’s consolidated audited financial statements, prepared by a nationally recognized independent certified public accounting firm and presented fairly in accordance with GAAP including a statement of operations and a statement of changes in cash flows for such quarter and statement of net assets as of the end of such quarter in a similar manner as presented in the AICPA Audit and Accounting Guide, “Audits of Investment Companies”, and (y) the audited statements of income and statements of changes in cash flow for such year and balance sheets as of the end of such year of Seller accompanied by an unqualified report of the nationally recognized independent certified public accounting firm that prepared them; (iv) Promptly after receipt of same, but, in any event, within 20 days after the last day of each calendar quarter in any fiscal year, any and all property level financial information with respect to the Purchased Assets that is in the possession of Seller including, without limitation, rent rolls and income statements for the immediately preceding quarter and, when available, for the preceding year; (v) Within sixty (60) days after the last day of each calendar quarter in any fiscal year, an officer’s certificate from Seller addressed to Buyer certifying that, as of such calendar month, (x) Seller is in compliance with all of the terms, conditions and requirements of this Agreement, and (y) no Event of Default exists; (vi) Within fifteen (15) days after the last day of each month, a certificate substantially in the form attached hereto as Exhibit XIX to this Agreement (the “Covenant Compliance Certificate”), from a Responsible Officer of Seller, delivered no later than one Business Day prior to the date of such Transaction, (i) stating that as of the date of such certificate, Seller is not aware of any facts, or pending developments, that have caused, or may in the future cause, the Market Value of any Purchased Asset to decline at any time within the reasonably foreseeable future; (ii) stating that, as of the date of such certificate and since the date of the certificate most recently delivered pursuant to Article 12(j), Seller has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects, every condition, contained in this Agreement and the related documents to be observed, performed or satisfied by it; (iii) stating that as of the date of such certificate such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate; (iv) stating that (A) other than as set forth in clause (B) below, as of the date of such certificate the representations and warranties made by Seller in Article 10 are true, correct and complete in all material respects with the same force and effect as if made on and as of such date (or, if any such representation or warranty is expressly stated to have been made as of a specific date, as of such specific date), and (B) with respect to the representations and warranties set forth in Article 10(b)(x)(D) of this Agreement, no Material Breach has occurred; (v) stating that as of the date of such certificate no “Termination Event”, “Event of Default”, “Potential Event of Default” or any similar event by Seller, however denominated, has occurred and is continuing under any Hedging Transaction; and (vii) showing in detail the calculations supporting such Responsible Officer’s certification of the applicable Seller’s compliance with the financial requirements of Article 11; (vii) With respect to each Eligible Asset that is a CMBS or a Junior Interest, as soon as available but in any event not later than ten (10) days after receipt thereof, the related monthly securitization report; (viii) Within fifteen (15) days after each month end, a listing of any changes in all Hedging Transactions, Qualified Hedge Counterparties and the material terms of each Hedging Transaction; and (ix) Within fifteen (15) days after each month end, a monthly reporting package substantially in the form of Exhibit III attached hereto. (k) Seller shall make a representative available to Buyer every month for attendance at a telephone conference, the date of which to be mutually agreed upon by Buyer and Seller, regarding the status of each Purchased Asset, Seller’s compliance with the requirements of Articles 11 and 12, and any other matters relating to the Transaction Documents or Transactions that Buyer wishes to discuss with Seller. (l) Seller shall at all times comply in all material respects with all laws, ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets and Seller shall do or cause to be done all things necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business. (m) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions fairly in accordance with GAAP, in a similar manner as presented in the AICPA Audit and Accounting Guide, “Audits of Investment Companies,” and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (n) Seller shall observe, perform and satisfy all the terms, provisions, covenants and conditions required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. Seller shall pay and discharge all taxes, levies, liens and other charges on its assets and on the Collateral that, in each case, in any manner would create any lien or charge upon the Collateral, other than any such taxes that are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP. (o) Seller shall advise Buyer in writing of the opening of any new chief executive office or the closing of any such office and of any change in Seller’s name or the places where the books and records pertaining to the Purchased Assets are held not less than fifteen (15) Business Days prior to taking any such action. (p) Seller will maintain records with respect to the Collateral and Purchased Items and the conduct and operation of its business with no less a degree of prudence than if the Collateral and Purchased Items were held by Seller for its own account and will furnish Buyer, upon reasonable request by Buyer or its designated representative, with reasonable information obtainable by Seller with respect to the Collateral and Purchased Items and the conduct and operation of its business. (q) Seller shall provide Buyer with reasonable access to operating statements, the occupancy status and other property level information with respect to the underlying real estate directly or indirectly securing or supporting such Purchased Assets that either is in Seller’s possession or is available to Seller, plus any such additional reports as Buyer may reasonably request. (r) Seller shall enter into Hedging Transactions with respect to each of the Hedge-Required Assets to the extent necessary to hedge interest rate risk associated with the Purchase Price on such Hedge-Required Assets, in a manner reasonably acceptable to Buyer, to the extent that such Hedging Transactions will not give rise to non-qualifying REIT income under section 856 of the Code. (s) Seller shall take all such steps as the Buyer deems necessary to perfect the security interest granted pursuant to Article 6 in the Hedging Transactions, shall take such action as shall be necessary or advisable to preserve and protect Seller’s interest under all such Hedging Transactions (including, without limitation, requiring the posting of any required Additional Eligible Collateral thereunder, and hereby authorizes Buyer to take any such action that Seller fails to take after demand therefor by Buyer. Seller shall provide the Custodian with copies of all documentation relating to Hedging Transactions with Qualified Hedge Counterparties promptly after entering into same. All Hedging Transactions, if any, entered into by Seller with Buyer or any of its Affiliates in respect of any Purchased Asset shall be terminated contemporaneously with the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree repurchase of such Purchased Asset on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Repurchase Date by written notice to Seller whereupon Purchaser shall obtain a return of the Deposit and Seller shall reimburse Purchaser for the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effecttherefor.

Affirmative Covenants of Seller. Except as otherwise ------------------------------- expressly provided herein or as expressly consented to in writing by Buyer, prior to the Closing, Seller shall (with respect to the Business): (a) Selleruse all reasonable efforts to collect accounts receivable in the ordinary course of business consistent with past practice and shall pay its accounts payable within their stated terms (it being understood that Seller did not pay any accounts payable during the period from October 30, at Seller's sole cost and expense, shall 1998 until the earlier of, Closing Date) and otherwise conduct the Closing Date or termination Business only in the ordinary course of this Agreement, keep business and perform or cause to be performed in all material respects: (i) all obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement.consistent with past practice; (b) From use commercially reasonable efforts to preserve intact its business organization and goodwill, order inventory, equipment and services in amounts and at rates consistent with past practice, use all reasonable efforts to keep available the date services of Seller's acceptance hereof its employees to the earlier of, be employed by Buyer after the Closing Date or termination of this Agreementand use commercially reasonably efforts to maintain satisfactory relationships with suppliers, Seller shall not do, suffer or permit or agree to do any of customers and others having material business relationships with the following: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided in Section 4.3(e), sell, encumber, or grant any interest Business and otherwise act in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in of maintaining the Property, or which will prevent Seller's full performance of its obligations hereunder.Business; (c) From maintain the Purchased Assets in a manner consistent with prior practice, maintain insurance covering the Purchased Assets reasonably comparable to that in effect on the date of Seller's acceptance hereof to the earlier of the Closing Date Latest Statement, maintain supplies and spare parts at customary operating levels consistent with past practices, repair or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser replace in accordance with this Section 7(c). At Seller's requestpast practice any inoperable or worn out Purchased Assets and, any sampling in the event of a casualty, loss or testing by Purchaser's environmental consultant shall be conducted in a manner so as damage to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any manner. (d) Seller shall notify Purchaser promptly if Seller becomes aware of any transactions or occurrence Purchased Assets prior to the Closing Date for which would make any Seller is insured, either repair or replace such Purchased Assets or transfer the proceeds of such insurance to Buyer on the representations or warranties of Seller contained Closing Date; (d) maintain its books, accounts and records in Section 7.2 hereof not true in any material respect.accordance with past custom and practice; (e) Any vacant rentable space use commercially reasonable efforts to maintain in full force and effect all registered patents and trademarks that are included in the Real Property will be placed into Rent Ready Condition which is defined to be that all walls are patched and freshly painted, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean condition.Purchased Assets under Section 2.1(viii); (f) give all notices required to be given by Seller agrees and use all commercially reasonable efforts to cooperate obtain (except as otherwise provided in the Licenses and Permits Schedule) all authorizations, consents, licenses, permits ----------------------------- and approvals necessary for Seller to consummate the transactions contemplated hereby (including with Purchaser's accountants respect to the matters set forth on the Restrictions ------------ Schedule attached hereto) and (at no cost or expense to the extent within the control of Seller) relative to -------- cause the performance by said accountants other conditions to Buyer's obligation to close to be satisfied (including the execution and delivery of an audit all agreements contemplated hereunder to be so executed and delivered); (g) use commercially reasonable efforts to facilitate or provide a reasonable opportunity upon Buyer's request for representatives of Seller's books and records relating Buyer to the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time meet with union representatives of each affected bargaining unit prior to the Closing Date Closing; (h) permit Buyer and an environmental consultant selected by written notice Buyer to perform Phase I environmental baseline assessments with respect to the Plants (the cost and expense of which shall be borne solely by Buyer); (i) cooperate with Buyer to obtain the Title Policies and Surveys in form and substance as set forth in Section 5.9 above, within the time periods set forth therein; (j) promptly inform Buyer in writing of (i) any material breach by Seller that becomes known to Seller whereupon Purchaser shall obtain a return of the Deposit representations and warranties contained in Article VI hereof or any covenant hereunder by Seller shall reimburse Purchaser for and (ii) any change that becomes known to Seller that, at the actual costs Closing Date, would cause Seller not to satisfy the requirements of Purchaser's appraisal and environmental study Section 5.1 above. The parties hereto agree that any breach of this Section 8.1(j) with respect to a maximum amount breach of $8,500.00 a representation or warranty, shall be a breach of such representation or warranty and not this Agreement shall become null and void and covenant for purposes of no further force or effect.Article IX;

Affirmative Covenants of Seller. (a) SellerSeller shall promptly notify Buyer of any material adverse change in its business operations and/or financial condition; provided, at Seller's sole cost and expensehowever, that nothing in this Section 12(a) shall until the earlier of, the Closing Date or termination relieve Seller of this Agreement, keep and perform or cause to be performed in all material respects: (i) all its obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any provide Buyer with copies of such documents as Buyer may reasonably request evidencing the truthfulness of the following: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided representations set forth in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunder10. (c) From Seller (1) shall defend the date right, title and interest of Seller's acceptance hereof the Buyer in and to the earlier Collateral against, and take such other action as is necessary to remove, the Liens, security interests, claims and demands of the Closing Date all Persons (other than security interests by or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance through Buyer) and shall be two (2) business days shall, at Buyer’s reasonable request, take all action reasonably necessary to ensure that Buyer will have a first priority security interest in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects Purchased Securities and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is Purchased Loans subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain Transactions in the event such Transactions are recharacterized as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannersecured financings. (d) Seller shall notify Purchaser promptly if Seller becomes aware Buyer and the Depository of the occurrence of any transactions Default or occurrence prior Event of Default (other than with respect to Buyer) as soon as possible but in no event later than the Closing Date which would make any second (2nd) Business Day after obtaining actual knowledge of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectsuch event. (e) Any vacant rentable space in Seller shall cause the Real Property will be placed into Rent Ready Condition which is defined special servicer rating of the special servicer with respect to all mortgage loans underlying Portfolio Securities to be that no lower than “above average” by Standard & Poor’s Ratings Group to the extent Seller controls or is entitled to control the selection of the special servicer. In the event the special servicer rating with respect to any Person acting as special servicer for any mortgage loans underlying Portfolio Securities shall be below “above average” by Standard & Poor’s Rating Group, or if an Act of Insolvency occurs with respect to Seller or Sponsor, Buyer shall be entitled to transfer special servicing with respect to all walls are patched and freshly paintedPortfolio Securities to an entity satisfactory to Buyer, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling extent Seller controls or is completed with acoustical tile and standard fluorescent lighting and entitled to control the floor is in broom-clean condition.selection of the special servicer. Repurchase Agreement (f) With respect to each Purchased Loan which bears interest at a fixed interest rate, Seller agrees shall enter into Hedging Transactions pursuant to cooperate with Purchaser's accountants a hedging strategy acceptable to Buyer (at no cost in Buyer’s reasonable discretion) and pledge such Hedging Transactions to Buyer as Collateral. (g) Seller shall promptly (and in any event not later than two (2) Business Days following receipt) deliver to Buyer (i) any notice of the occurrence of an event of default under or expense to Seller) relative report received by Seller pursuant to the performance by said accountants Purchased Loan Documents or Securitization Documents; (ii) any notice of an audit transfer of Seller's books servicing under the Purchased Loan Documents or Securitization Documents and records relating (iii) any other information with respect to the Property. If Purchaser's auditors shall request Seller Portfolio Collateral as may be reasonably requested by Buyer from time to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to Seller whereupon Purchaser shall obtain a return of the Deposit and Seller shall reimburse Purchaser for the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effecttime.

Affirmative Covenants of Seller. (a) Seller10.1 Seller shall promptly notify the Buyers of any material adverse change in its business, at Seller's sole cost and expenseoperations, property, financial condition or prospects. 10.2 Seller shall until provide the earlier of, Buyers with copies of such documents as the Closing Date or termination Buyers may request evidencing the truthfulness of this Agreement, keep and perform or cause to be performed the representations set forth in all material respects: Section 8. 10.3 Seller (i) all obligations shall defend the right, title and interest of the lessor under Buyer in and to the LeasesPurchased Assets against, and take such other action as is necessary to remove, any Liens, security interests, claims and demands of all Persons (other than security interests by or through the Buyers) and (ii) shall, at the Buyer’s request, take all obligations action necessary to ensure that the Buyer will have a first priority security interest in the Purchased Assets subject to any of the Transactions in the event such Transactions are recharacterized as secured financings. 10.4 Seller shall notify the Buyer and the Depository of the occurrence of any Default or Event of Default as soon as possible but in no event later than the Business Day after obtaining actual knowledge of such event. 10.5 If an Act of Insolvency occurs with respect to Seller, Seller shall permit the Buyers to transfer servicing and/or special servicing with respect to all mortgage loans underlying the Purchased Securities to an entity satisfactory to the Buyers, to the extent Seller controls or is entitled to control the selection of the servicer and/or special servicer, as the case may be. 10.6 Seller shall promptly (and in any event not later than two (2) Business Days following receipt) deliver to the Buyers (i) any notice of the occurrence of an event of default under, notice of condemnation, casualty or environmental contamination with respect to or report received by or required to be delivered by Seller pursuant to the Purchased Asset Documents or Securitization Documents, (ii) any notice of transfer of servicing under the Legal Requirements Purchased Asset Documents or Securitization Documents, (iii) any notice of termination or other unwind of any Hedging Agreement, (iv) any notice of any material litigation in respect of any Purchased Asset, any Underlying Mortgaged Property or any underlying loan (with respect to any Purchased Asset that is an Eligible Mezzanine Loan or Eligible B Note) and (v) any other information with respect to the Purchased Assets as may be requested by the Buyers from time to time. 10.7 Seller will permit the Buyers or their designated representative to inspect Seller’s records with respect to the Purchased Assets and the conduct and operation of its business related thereto upon prior written notice from the Buyers or their designated representative, at such times and with such frequency as determined by Buyers, and to make copies of extracts of any and all thereof. 10.8 If Seller shall at any time become entitled to receive or shall receive any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for the Purchased Securities, or otherwise in respect thereof, Seller shall accept the same as the Buyer’s agent, hold the same in trust for the Buyer and deliver the same forthwith to the Buyer in the exact form received, duly endorsed by Seller to the Buyer, if required, together with an undated bond or other securities power covering such certificate duly executed in blank to be held by the Buyer hereunder as additional collateral security for the Transactions. If any sums of money or property so paid or distributed in respect of the Purchased Securities shall be received by Seller's failure , Seller shall, until such money or property is paid or delivered to perform the Buyer, hold such money or property in trust for the Buyer, segregated from other funds of Seller, as additional collateral security for the Transactions. 10.9 At any time from time to time upon prior written request of any Buyer, at the sole expense of Seller, Seller will promptly and duly execute and deliver such further instruments and documents and take such further actions as such Buyer may request for the purposes of obtaining or preserving the full benefits of this Agreement including the first priority security interest granted hereunder and of the rights and powers herein granted (including, among other things, filing such UCC financing statements as such Buyer may request). If any amount payable under or in connection with any of the Purchased Assets shall be or become evidenced by any promissory note, other instrument or chattel paper, such Legal Requirements would adversely affect Seller's ability note, instrument or chattel paper shall be promptly delivered to consummate the Buyer, duly endorsed in a manner satisfactory to the Buyer, to be held as a Purchased Asset under the related Transaction pursuant to this Agreement, and the documents delivered in connection herewith. 10.10 Seller shall provide the Buyers with the following financial and reporting information as soon as possible and in any event: (a) within 45 days after the last day of each calendar quarter in any fiscal year, the quarterly unaudited financial statements of Guarantor for such quarter together with an officer’s certificate from Guarantor addressed to the Buyers certifying that (x) all information contained in such financial statement is true and correct, (y) as of such calendar quarter, Guarantor are in compliance with all of the terms, conditions and requirements of this Agreement (and demonstrating compliance with the provisions of Section 12(b) of the Guarantee), and (z) no Event of Default exists; (b) From within 30 days after each month end, a report containing the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any of the following: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of businessMonthly Servicing Information set forth on Exhibit III attached hereto; (ii) Except for Seller's execution of New Leases, as provided in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunder. (c) From within 30 days after each month end, a report containing the date of Seller's acceptance hereof Purchased Asset Information Report set forth on Exhibit VII attached hereto; (d) to the earlier extent required by the underlying loan documents and available to Seller, within 45 days after each month end, the unaudited monthly financial statements and rent rolls for each underlying Payor; (e) to the extent required by the underlying loan documents and available to Seller, within 30 days after the last day of each fiscal quarter of each Payor and 90 days after the last day of each fiscal year of each Payor, unaudited certified quarterly financial statements and audited annual financial statements, respectively, of such Payor; (f) within 90 days after the last day of each calendar year, the audited annual financial statements of Guarantor; (g) if reasonably requested by the Buyer, within 30 days after filing, the annual Federal Income Tax returns of the Closing Date or termination Guarantor; and (h) within 30 days after each month end, a written summary of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) all outstanding Hedging Agreements. 10.11 Seller shall permit representativesat all times comply in all material respects with all laws, accountantsordinances, agentsrules and regulations of any federal, employeesstate, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office municipal or other public authority having jurisdiction over Seller or any of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim assets (including, without limitation, any mechanics' liens which may be filed against the Propertyenvironmental laws, and all federal securities laws) which any of the indemnified parties may suffer or sustain as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (shall do or cause to be restored), the Property done all things necessary to preserve and maintain in full force and effect its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any manner. (d) Seller shall notify Purchaser promptly if Seller becomes aware of any transactions or occurrence prior to the Closing Date which would make any of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respect. (e) Any vacant rentable space in the Real Property will be placed into Rent Ready Condition which is defined to be that all walls are patched and freshly painted, each space to be demised has a fully-fixtured and operable bathroomlegal existence, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean conditionlicenses material to its business. (f) 10.12 Seller agrees shall keep all property useful and necessary in its business in good working order and condition; maintain with financially sound and reputable insurance companies insurance on all its property in at least such amounts and against at least such risks as are usually insured against in the same general area by companies engaged in the same or a similar business, and furnish to cooperate with Purchaser's accountants (at no cost or expense to Seller) relative Buyer, upon written request, full information as to the performance insurance carried. 10.13 Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. 10.14 Seller shall pay, discharge or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by said accountants appropriate proceedings and reserves in conformity with GAAP with respect thereto have been provided on the books of an audit Seller or its Subsidiaries, as the case may be. 10.15 Seller shall observe, perform and satisfy all the material terms, provisions, covenants and conditions required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. Seller shall pay and discharge all taxes, levies, liens and other charges on its assets and on the Purchased Assets that, in each case, in any manner would create any lien or charge upon the Purchased Assets, except for any such taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP. 10.16 Seller shall advise the Buyers of any change in Seller's ’s name or jurisdiction of organization in accordance with the requirements of Section 9.4 and Seller shall advise the Buyers in writing of any change in the places where the books and records pertaining to the Purchased Assets are held not less than fifteen (15) Business Days prior to making any such change. 10.17 Seller will maintain records with respect to the Purchased Assets and the conduct and operation of its business with no less a degree of prudence than if the Purchased Assets were held by Seller for its own account and will furnish the Buyer, upon request by the Buyer or its designated representative, with information with respect to the Purchased Assets and the conduct and operation of its business. 10.18 Seller shall provide the Buyer with operating statements, the occupancy status and other property level information within Seller’s possession, with respect to the Mortgaged Properties, and similar reports within Seller’s possession, in each case, as requested by the Buyer. 10.19 Seller shall give each Buyer prior notice of all intended changes, amendments or modifications to the Underwriting Guidelines and shall not make any such change, amendment or modification without the consent of the Buyers in their sole discretion. Subject to the immediately preceding sentence, in the event that Seller makes any amendment or modification to the Underwriting Guidelines, Seller shall promptly deliver to each Buyer a complete copy of the amended or modified Underwriting Guidelines. Seller shall originate or acquire all Purchased Assets in a manner which is consistent with sound underwriting and appraisal practices, and in compliance with applicable federal and state consumer protection laws, including, without limitation, all laws with respect to unfair or deceptive practices and all laws relating to the Property. If Purchaser's auditors predatory lending practices. 10.20 Seller may enter into appropriate Hedging Agreements with respect to each Purchased Asset and each such Hedging Agreement shall request Seller to execute a representation letter addressed be in form and substance acceptable to the auditors Buyer and, as of each Remittance Date, Seller shall provide the Buyer with a summary report which lists all such Hedging Agreements and describes the principal economic and other material terms of each. 10.21 Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior shall make available for sale to the Closing Date by written notice Buyers New Assets in an equivalent dollar amount and credit quality as Seller’s Affiliates provide to their lenders or repurchase agreement buyers. 10.22 Seller whereupon Purchaser shall obtain at all times: (i) be and intend to remain solvent and pay its debts and liabilities (including employment and overhead expenses) from its own assets as the same shall become due; (ii) comply with the provisions of its certificate of formation and its limited liability company agreement; (iii) do or cause to be done all things necessary to observe limited liability company formalities and to preserve its existence; (iv) maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates, the Member and any other Person, and it will file its own tax returns; (v) hold itself out to the public as a return legal entity separate and distinct from any other Person, shall maintain and utilize separate stationery, invoices and checks bearing its own name, correct any known misunderstanding regarding its status as a separate entity, conduct business in its own name and pay to any Affiliate that incurs costs for office space and administrative services that it uses the amount of such costs allocable to its use of such office space and administrative services; (vi) have a board of directors separate from that of the Deposit Member and Seller shall reimburse Purchaser any other Person; (vii) maintain adequate capital for the actual costs normal obligations reasonably foreseeable in a business of Purchaser's appraisal its size and environmental study character and in light of its contemplated business operations; (viii) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any of its Affiliates or any other Person; (ix) observe all Delaware limited liability company formalities; and (x) maintain a maximum amount sufficient number of $8,500.00 employees in light of its contemplated business operations and this Agreement shall become null and void and pay the salaries of no further force or effectits own employees.

Affirmative Covenants of Seller. (a) SellerSeller shall promptly notify Buyer of any material adverse change in its business operations and/or financial condition; provided, at Seller's sole cost and expensehowever, that nothing in this Section 12 shall until the earlier of, the Closing Date or termination relieve Seller of this Agreement, keep and perform or cause to be performed in all material respects: (i) all its obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any provide Buyer with copies of such documents as Buyer may reasonably request evidencing the truthfulness of the following: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided representations set forth in Section 4.3(e)10, sellwhich requests, encumberso long as an Event of Default has not occurred and is not continuing, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereundershall not be made more frequently than once every thirty (30) days. (c) From Seller (1) shall defend the date right, title and interest of Seller's acceptance hereof the Buyer in and to the earlier Collateral against, and take such other action as is necessary to remove, the Liens, security interests, claims and demands of the Closing Date all Persons (other than security interests by or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance through Buyer) and shall be two (2) business days shall, at Buyer’s reasonable request, take all action necessary to ensure that Buyer will have a first priority security interest in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is Purchased Loans subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain Transactions in the event such Transactions are recharacterized as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannersecured financings. (d) Seller shall notify Purchaser promptly if Seller becomes aware Buyer and the Depository of the occurrence of any transactions Default or occurrence prior Event of Default with respect to Seller as soon as possible but in no event later than the Closing Date which would make any second (2nd) Business Day after obtaining actual knowledge of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectsuch event. (e) Any vacant rentable space With respect to each Purchased Loan, Seller shall enter into Hedging Transactions pursuant to a hedging strategy acceptable to Buyer in Buyer’s commercially reasonable discretion and pledge such Hedging Transactions to Buyer as Collateral (including, without limitation, to the Real Property extent such Hedging Transactions are entered into with a party other than Buyer, delivering a collateral assignment of such Hedging Transactions in form and substance acceptable to Buyer). Seller acknowledges Buyer will be placed into Rent Ready Condition which is defined xxxx to be that all walls are patched market such Hedging Transactions from time to time in accordance with and freshly painted, each space subject to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean conditionterms of this Agreement. (f) Seller agrees shall promptly (and in any event not later than three (3) Business Days following receipt) deliver to cooperate with Purchaser's accountants Buyer (at no cost or expense to Selleri) relative any written notice of the occurrence of an event of default received by Seller pursuant to the performance Purchased Loan Documents and (ii) any other information with respect to the Purchased Loans as may be reasonably requested by said accountants Buyer from time to time. (g) Seller will permit Buyer or its designated representative to inspect Seller’s records with respect to the Collateral and the conduct and operation of an audit its business related thereto upon reasonable prior written notice from Buyer or its designated representative, at such reasonable times and with reasonable frequency, and to make copies of extracts of any and all thereof, subject to the terms of any confidentiality agreement between Buyer and Seller's books , and records if no such confidentiality agreement then exists between Buyer and Seller, Buyer and Seller shall act in accordance with customary market standards regarding confidentiality. Buyer shall act in a commercially reasonable manner in requesting and conducting any inspection relating to the Propertyconduct and operation of Seller’s business. (h) At any time from time to time upon the reasonable request of Buyer, at the sole expense of Seller, Seller will promptly and duly execute and deliver such further instruments and documents and take such further actions as Buyer may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement including the first priority security interest granted hereunder and of the rights and powers herein granted (including, among other things, filing such UCC financing statements as Buyer may reasonably request). If Purchaser's auditors any amount payable under or in connection with any of the Collateral shall request be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Buyer, duly endorsed in a manner reasonably satisfactory to the Buyer, to be held as Collateral pursuant to this Agreement, and the documents delivered in connection herewith. (i) Seller shall provide Buyer with the following financial and reporting information: (i) Within 60 days after the last day of each of the first three fiscal quarters in any fiscal year, Sponsor’s and Seller’s unaudited consolidated balance sheets as of the end of such quarter, in each case certified as being true and correct by an officer’s certificate; (ii) Within 120 days after the last day of its fiscal year, Sponsor’s audited and Seller’s unaudited (or, if generated by Seller, Seller’s audited) consolidated statements of income and statements of changes in cash flow for such year and balance sheets as of the end of such year, in each case presented fairly in accordance with GAAP, and accompanied, in the case of Sponsor, by an unqualified report of a nationally recognized independent certified public accounting firm, Xxxxx Xxxxxxxx LLP or any other accounting firm consented to execute a representation letter by Buyer in its reasonable discretion; (iii) Within 30 days after the last day of each calendar month, any and all property level financial information with respect to the Purchased Loans that was received during the preceding calendar month and is in the possession of the Seller or an Affiliate, including, without limitation, rent rolls and income statements; and (iv) Within 30 days after the last day of each calendar quarter in any fiscal year, an officer’s certificate from the Seller addressed to the auditors and Buyer certifying that, as of such calendar month, (x) Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to Seller whereupon Purchaser shall obtain a return Sponsor are in compliance in all material respects with all of the Deposit terms and requirements of this Agreement, (y) Sponsor is in compliance with the financial covenants set forth in the Guaranty (including therein detailed calculations demonstrating such compliance) and (z) no Event of Default exists. (j) Seller shall at all times comply in all material respects with all laws, ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets and Seller shall reimburse Purchaser do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business. (k) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (l) Seller shall observe, perform and satisfy all the actual costs terms, provisions and covenants required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. Seller shall pay and discharge all taxes, levies, liens and other charges on its assets and on the Collateral that, in each case, in any manner would create any lien or charge upon the Collateral, except for any such taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided, in all material respects, in accordance with GAAP. (m) Seller will maintain records with respect to the Collateral and the conduct and operation of Purchaser's appraisal its business with no less a degree of prudence than if the Collateral were held by Seller for its own account and environmental study will furnish Buyer, upon reasonable request by Buyer or its designated representative, with reasonable information reasonably obtainable by Seller with respect to a maximum amount the Collateral and the conduct and operation of $8,500.00 its business. (n) Seller shall provide Buyer with reasonable access to operating statements, the occupancy status and this Agreement shall become null and void and of no further force or effectother property level information, with respect to the Mortgaged Properties, plus any such additional reports (in each case, to the extent in Seller’s possession) as Buyer may reasonably request.

Affirmative Covenants of Seller. Seller covenants and agrees as follows: (a) Seller, at Seller's sole cost Seller shall schedule and expense, shall until the earlier of, the Closing Date or termination give notice of this Agreement, keep and perform or cause a meeting of its stockholders to be performed held no later than October 30, 1997, and shall cause a proxy statement to be prepared, processed and mailed to all stockholders of record in all material respects: connection with such meeting of stockholders, recommending that the stockholders (i) all obligations elect to the Seller's Board of the lessor under the Leases, and Directors those individuals recommended or approved by Buyer; (ii) all obligations increase the authorized capital stock of Seller under from 40,000,000 shares, including 35,000,000 shares of common stock and 5,000,000 shares of preferred stock to two hundred million shares, including 190 million shares of common stock, par value $.01 per share and 10,000,000 shares of preferred stock; (iii) to ratify and approve this Agreement and the Legal Requirements if transactions contemplated herein; and (iv) such other actions as the Seller's failure to perform any Board of such Legal Requirements would adversely affect Seller's ability to consummate this AgreementDirectors and Buyers shall agree upon. (b) From On or before Closing, the date of Seller's acceptance hereof Board of Directors will authorize, and at Closing the Seller shall enter into an agreement with the Buyer, amending Seller's Debentures, as follows: i) The conversion rate will be amended to become a fixed conversion rate, pursuant to which the holder of the Debenture shall have the right to convert $0.255 of the unpaid principal balance, accrued and unpaid interest, penalties and/or costs due to the earlier ofholder of the Debenture, for one share of common stock of the Seller; ii) Any restriction on conversion of the Debentures by any citizen or resident of the United States of America shall be removed; provided, however, the Closing Date number of such holders who may be citizens or termination residents of the United States of America who may convert in any given time may be limited in such a manner as to prevent any such conversion being deemed a distribution of stock; iii) Any restriction on any holder of the Debentures, or any person who converts such Debentures, owning more than 4.9% of the issued and outstanding shares of the common stock of Seller shall be deleted; and iv) Any other requested amendments or modifications to the Debentures which the Buyer reasonably deems necessary for the Buyer to be able to convert any portion or all of the Debentures at any time after the Closing. [Move to Section 3(b)] (c) Immediately after the execution of this Agreement, Seller shall not do, suffer or permit or agree instruct its counsel to do any of take no further action to contest Buyer's efforts to extend the following: (i) Enter existing temporary restraining order into any transaction in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunder. (c) From the date of Seller's acceptance hereof to the earlier of the Closing Date or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannerpermanent injunction. (d) Before Closing and for a reasonable period of time after the Closing, Seller and its Directors shall notify Purchaser promptly if Seller becomes aware exercise their best efforts to deliver to Buyer irrevocable voting proxies substantially in the form attached hereto as Exhibit "E," from Stefanou & Co. (with respect to 500,000 xxxres of any transactions Seller's common stock) which will be valid from the date of issuance until the later of (A) sixty days after the next annual stockholders meetings of Seller, or occurrence prior to the Closing Date which would make any of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respect(B) December 31, 1997. (e) Any vacant rentable space The Seller shall cause all of its Subsidiaries' current officers and directors, to cooperate with Buyer in effectuating the Real Property will be placed into Rent Ready Condition which is defined election and/or appointment to be that the Board of Directors and as officers of Seller and its Subsidiaries of those individuals nominated by Buyer; and to obtain the cooperation and assistance of all walls are patched the current officers and freshly painted, each space directors of Seller and its Subsidiaries to be demised has a fully-fixtured and operable bathroom, and assist Buyer with the transition of all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean conditionaspects of corporate governance. (f) In a timely manner, the Seller agrees shall prepare and mail to cooperate with Purchaser's accountants all of its stockholders of record an Information Statement pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder (at no cost or expense to Sellerthe "Section 14(f) relative Notice") relating to the performance by said accountants of an audit change in control of Seller's books and records relating to the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to Seller whereupon Purchaser shall obtain a return Board of the Deposit and Seller shall reimburse Purchaser for the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effectDirectors as contemplated in subsection 4(6) above.

Affirmative Covenants of Seller. On and as of the date hereof and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction: (a) Seller shall promptly notify Administrative Agent of any material adverse change in the business operations and/or financial condition of Seller, at Seller's sole cost and expensePledgor or Guarantor; provided, however, that nothing in this Article 11 shall until the earlier of, the Closing Date or termination relieve Seller of this Agreement, keep and perform or cause to be performed in all material respects: (i) all its obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From Seller shall provide Administrative Agent with copies of such documents as Administrative Agent may request evidencing the date truthfulness of the representations set forth in Article 9. (c) Seller shall (i) defend the right, title and interest of Administrative Agent, on behalf of Xxxxxx, in and to the Purchased Items against, and take such other action as is necessary to remove, the Liens, security interests, claims and demands of all Persons (other than Liens created in favor of Administrative Agent, on behalf of Buyers, pursuant to the Transaction Documents) and (ii) at Administrative Agent’s reasonable request, take all action necessary to ensure that Administrative Agent, on behalf of Buyers, will have a first priority security interest in the Purchased Assets subject to any of the Transactions in the event such Transactions are recharacterized as secured financings. (d) Seller will permit Administrative Agent, any Buyer or their respective designated representative to inspect Seller’s records with respect to the Purchased Items and the conduct and 69 LEGAL_US_E # 160815361.8 LEGAL_US_E # 160815361.8 operation of its business related thereto upon reasonable prior written notice from Administrative Agent, any Buyer or their respective designated representative, at such reasonable times and with reasonable frequency not to exceed twice per calendar year unless a Potential Event of Default or Event of Default has occurred and is continuing, and to make copies of extracts of any and all thereof, subject to the terms of any confidentiality agreement between such Buyer and/or Administrative Agent and Seller and applicable law, and if no such confidentiality agreement then exists between such Buyer and/or Administrative Agent and Seller, Administrative Agent, such Buyer and Seller shall act in accordance with customary market standards regarding confidentiality and applicable law. Administrative Agent and any Buyer shall act in a commercially reasonable manner in requesting and conducting any inspection relating to the conduct and operation of Seller's acceptance hereof ’s business. So long as no Potential Event of Default or Event of Default has occurred and is continuing, any such inspection shall be at the applicable Buyer’s cost and expense. (e) If Seller shall at any time become entitled to receive or shall receive any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for a Purchased Asset, or otherwise in respect thereof, Seller shall accept the same as Administrative Agent’s, on behalf of Buyers, agent, hold the same in trust for Administrative Agent, on behalf of Buyers, and deliver the same forthwith to the earlier ofCustodian in the exact form received, duly endorsed by Seller to Administrative Agent, on behalf of Buyers, if required, together with all related and necessary duly executed transfer documents to be held by Administrative Agent, on behalf of Xxxxxx, hereunder as additional collateral security for the Transactions. If any sums of money or property so paid or distributed in respect of the Purchased Assets shall be received by Seller, Seller shall, until such money or property is paid or delivered to Buyers, hold such money or property in trust for Buyers, segregated from other funds of Seller, as additional collateral security for the Transactions. (f) At any time from time to time upon the reasonable request of Administrative Agent, on behalf of Buyers, at the sole expense of Seller, Seller will promptly and duly execute and deliver such further instruments and documents and take such further actions as Administrative Agent may request for the purposes of obtaining or preserving the full benefits of this Agreement including the perfected, first priority security interest required hereunder, (ii) ensure that such security interest remains fully perfected at all times and remains at all times first in priority as against all other creditors of such Seller (whether or not existing as of the Closing Date, any Purchase Date or termination in the future) and (iii) obtain or preserve the rights and powers herein granted (including, among other things, filing such UCC financing statements as Administrative Agent may request). If any amount payable under or in connection with any of the Purchased Items shall be or become evidenced by any promissory note, other instrument or certificated security, such note, instrument or certificated security shall be immediately delivered to Administrative Agent, duly endorsed in a manner satisfactory to Administrative Agent, to be itself held as a Purchased Item pursuant to this Agreement, and the documents delivered in connection herewith. (g) Seller shall not doprovide, suffer or permit or agree cause to do any be provided, to Administrative Agent, on behalf of Xxxxxx, the followingfollowing financial and reporting information: (i) Enter into any transaction Within fifteen (15) calendar days after each month-end, a monthly reporting package substantially in respect to or affecting the Proper out form of Exhibit III-A attached hereto (the ordinary course of business“Monthly Reporting Package”); (ii) Except for Seller's execution Within forty-five (45) calendar days after the last day of New Leaseseach of the first three (3) fiscal quarters in any fiscal year, as provided in Section 4.3(e), sell, encumber, or grant any interest a quarterly reporting package substantially in the Property form of Exhibit III-B attached hereto (the “Quarterly Reporting Package”); provided, however, that the financial statements to be attached as Exhibit 2 to the Covenant Compliance Certificate to be LEGAL_US_E # 160815361.8 included in any form or manner whatsoeversuch Quarterly Reporting Package shall be deemed to have been delivered on the date such items are made publicly available on the SEC website; (iii) Within ninety (90) calendar days after the last day of its fiscal year, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or an annual reporting package substantially in the Propertyform of Exhibit III-C attached hereto (the “Annual Reporting Package”); provided, however, that the financial statements to be attached as Exhibit 2 to the Covenant Compliance Certificate to be included in to such Annual Reporting Package shall be deemed to have been delivered on the date such items are made publicly available on the SEC website; and (iv) Upon Administrative Agent’s request: (A) such other information regarding the financial condition, operations or which will prevent business of Seller's full performance , Guarantor or any Mortgagor in respect of its obligations hereundera Purchased Asset as Administrative Agent may reasonably request; provided, however, that the failure of Seller to timely deliver any such information regarding a Mortgagor as a result of the failure of such Mortgagor to timely deliver to Seller such information so requested of Mortgagor by Seller shall not be an Event of Default. (ch) From Seller shall make a representative available to Administrative Agent every month for attendance at a telephone conference, the date of which to be mutually agreed upon by Administrative Agent and Seller's acceptance hereof , regarding the status of each Purchased Asset, Seller’s compliance with the requirements of Articles 11 and 12, and any other matters relating to the earlier Transaction Documents or Transactions that Administrative Agent, on behalf of the Closing Date or termination of this AgreementBuyers, upon reasonable advance notice from Purchaser wishes to discuss with Seller. (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvementsi) Seller shall permit representativesto at all times (i) comply with all contractual obligations, accountants(ii) comply in all respects with all laws, agentsordinances, employeesrules, lendersregulations and orders (including, contractorswithout limitation, appraisersEnvironmental Laws) of any Governmental Authority or any other federal, architects state, municipal or other public authority having jurisdiction over Seller or any of its assets and engineers designated by Purchaser Seller shall do or cause to be done all things necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business and (collectively "Permittees"iii) access to maintain and entry upon the Property to examinepreserve its legal existence and all of its material rights, inspectprivileges, measure licenses and test the Property and access to the office of Seller to review Seller's books and records relating to franchises necessary for the operation thereof. of its business (including, without limitation, preservation of all lending licenses held by Seller and of Seller’s status as a “qualified transferee” (however denominated) under all documents which govern the Purchased Assets). (j) Seller shall have the right or shall cause Guarantor to require that a representative at all times keep proper books of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report records and accounts in which involves no intrusive testing or sampling)full, Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller true and no environmental sampling or testing correct entries shall be made of its transactions fairly in accordance with GAAP, and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (k) Seller shall observe, perform and satisfy all the terms, provisions, covenants and conditions required to be observed, performed until or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it under the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testingTransaction Documents, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's requestthe fees and expenses of the Custodian and the Acceptable Attorney, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify Depository and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim each servicer (including, without limitation, the Primary Servicer) of any mechanics' liens which may be filed against the Property) which any or all of the indemnified parties may suffer Purchased Assets, the Draw Fee, the Exit Fee, the Amortization Period Fee and the Renewal Period Fee, as applicable. (l) Seller will continue to be a U.S. Person that is a partnership for U.S. federal income tax purposes, or sustain as a result disregarded entity of a U.S. Person for U.S. federal income tax purposes. Seller shall pay and discharge all Taxes, levies, liens and other charges on its assets and on the Purchased Items that, in each case, in any manner would create any Lien upon the Purchased Items, other than (A) Taxes that are 72 LEGAL_US_E # 160815361.8 LEGAL_US_E # 160815361.8 not yet due and payable and (B) any such Taxes that are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP; provided that such contest operates to suspend collection of the exercise by Purchaser contested Tax and enforcement of its rights a Lien. (and that m) Seller shall advise Administrative Agent in writing of its Permittees) to enter upon the Property opening of any new chief executive office or the closing of any such office of Seller pursuant Seller, Pledgor or Guarantor and of any change in Seller’s, Xxxxxxx’s or Guarantor’s name or the places where the books and records pertaining to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of the Purchased Assets are held not less than $1,000,000.00 per occurrence. If the Closing does not occur for fifteen (15) Business Days prior to taking any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannersuch action. (dn) Seller shall notify Purchaser promptly if Seller becomes aware of any transactions or occurrence prior will maintain records with respect to the Closing Date which would make any Purchased Items and the conduct and operation of its business with no less a degree of prudence than if the representations or warranties of Purchased Items were held by Seller contained in Section 7.2 hereof not true in any material respectfor its own account. (eo) Any vacant rentable space Upon reasonable notice (unless a Default or an Event of Default shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hours, Seller shall allow Administrative Agent, on behalf of Buyers, to (i) review any operating statements, occupancy status and other property level information with respect to the Real Property will be placed into Rent Ready Condition which is defined to be underlying real estate directly or indirectly securing or supporting the Purchased Assets that all walls are patched and freshly painted, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor either is in broom-clean condition. (f) Seller agrees to cooperate with Purchaser's accountants (at no cost Seller’s possession or expense is available to Seller) relative to the performance by said accountants of an audit of Seller's books and records relating to the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to Seller whereupon Purchaser shall obtain a return of the Deposit and Seller shall reimburse Purchaser for the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effect.,

Affirmative Covenants of Seller. Seller agrees that, from the date hereof until the Transaction is terminated and the Agreement is no longer in force: (a) Seller, at Seller's sole cost and expense, Seller shall until the earlier of, the Closing Date or termination of this Agreement, keep and perform or cause to be performed in all material respects: (i) all obligations give Buyer prompt written notice of the lessor occurrence of any event or the existence of any condition that has caused or evidences, either in any case or in the aggregate, a Material Adverse Effect; provided, however, that no such notification shall relieve Seller of any of its obligations under the Leases, Agreement. Any such notice shall specify the nature and (ii) all obligations period of Seller under the Legal Requirements if Seller's failure to perform any existence of such Legal Requirements would adversely affect Seller's ability event or condition and what action Seller has taken, is taking and proposes to consummate this Agreementtake with respect thereto. (b) From Seller, at its sole expense and promptly upon request by Buyer, shall execute all such documents and instruments and take all such further actions as may be necessary or, in the date reasonable opinion of Seller's acceptance hereof Buyer, desirable in order to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any of the following: (i) Enter into any transaction defend the record ownership of Buyer and the beneficial ownership of Seller in respect to or affecting the Proper out of the ordinary course Purchased Securities against the claims and demands of business; all Persons (other than Permitted Liens) or (ii) Except for Seller's execution of New Leases, as provided in Section 4.3(e), sell, encumber, perfect and protect the precautionary or grant any "backstop" security interest granted to Buyer in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or Collateral in the Property, or which will prevent Seller's full performance of its obligations hereunderevent the Transaction is recharacterized as a secured financing. (c) From the date of Seller's acceptance hereof to the earlier Seller shall give Buyer written notice of the Closing Date occurrence of any Default or termination Event of this Default as soon as possible, but in no event later than the first (1st) Business Day after obtaining actual knowledge thereof; provided, however, that no such notification shall relieve Seller of any of its obligations under the Agreement, upon reasonable advance notice from Purchaser (which . Any such notice shall be not less than one business day in advance specify the nature and shall be two (2) business days in advance if Purchaser desires period of existence of such Default or Event of Default and what action Seller has taken, is taking and proposes to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller take with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannerrespect thereto. (d) Seller shall notify Purchaser promptly if enter into (or cause the appropriate Designated Seller becomes aware Affiliate to enter into) one or more Hedging Transactions reasonably acceptable to Buyer and Seller. Seller shall instruct in writing all counterparties on any such Hedging Transactions entered into by Seller or a Designated Seller Affiliate to recognize Buyer as the sole pledgee of any transactions or occurrence prior such Hedging Transactions, and shall execute all documents necessary and desirable to effect the Closing Date which would make any of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectforegoing. (e) Any vacant rentable space Seller shall promptly (and in any event not later than two (2) Business Days following receipt thereof by Seller or any of its Subsidiaries) deliver to Buyer a copy of (i) any written notice of the occurrence of an event of default under any Securitization Document relating to any of the CBO-2 Securities or the CBO-1/Nomura Securities, (ii) unless otherwise instructed by Buyer in writing, any material report received by or required to be delivered by Seller or any of its Subsidiaries pursuant to any such Securitization Document (other than any such reports included in the Real Property will be placed into Rent Ready Condition which is defined monthly reporting package referred to be that all walls are patched and freshly painted, each space to be demised has a fully-fixtured and operable bathroomin Section 12(h)(iv), and all doors have locks and are operable(iii) unless otherwise instructed by Buyer in writing, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean conditionany written notice of transfer of servicing and/or special servicing under any such Securitization Document (other than any such transfer of servicing and/or special servicing to CMSLP). (f) Seller agrees shall permit, and shall cause each of its Subsidiaries (other than the AIM Funds) to cooperate permit, Buyer or its designated representative to inspect any records of Seller or such Subsidiary with Purchaser's accountants (at no cost or expense to Seller) relative respect to the performance by said accountants of an audit CBO-2 Securities or the CBO-1/Nomura Securities or the conduct and operation of Seller's books or such Subsidiary's business upon two (2) Business Days' notice (or such shorter notice as may be reasonable under the circumstances) from Buyer or its designated representative, and records relating to the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors copy and Seller take extracts from any and the auditors cannot agree on the content all thereof, Purchaser at such reasonable times during normal business hours and as often as may terminate this Agreement reasonably be requested. (g) If, notwithstanding the provisions of Section 12(j), Seller shall at any time prior become entitled to receive or shall receive any stock or securities of CBO REIT in addition to, in substitution for, upon conversion or exchange of, or otherwise in respect of, the Purchased Securities, Seller shall accept the same as agent for Buyer and the Collateral Agent, shall hold the same in trust for Buyer and the Collateral Agent, shall cause the same to be registered in the name of Buyer and shall deliver the same forthwith to the Closing Date Collateral Agent, to be held by written notice the Collateral Agent in the same capacity and for the same purposes as it holds the Purchased Securities on the date hereof. (h) Seller shall provide, or cause the appropriate Designated Seller Affiliate to provide, Buyer and each Beneficial Purchaser with the following financial and reporting information: (i) As soon as available and in any event within forty-five (45) days after the last day of each of the first three fiscal quarters in any fiscal year of Seller, a consolidated balance sheet of Seller and its Consolidated Subsidiaries as at the end of such fiscal quarter and the related consolidated statements of income and cash flows of Seller and its Consolidated Subsidiaries for such fiscal quarter and for the period from the beginning of the then current fiscal year of Seller to the end of such fiscal quarter, all prepared in reasonable detail and in accordance with GAAP and certified by the chief financial officer of Seller that they fairly present, in all material respects, the financial condition of Seller and its Consolidated Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and the absence of footnotes; provided that, so long as Seller shall be required to file a quarterly report on Form 10-Q with the Securities and Exchange Commission, the obligations of Seller under this Section 12(h)(i) shall be satisfied if Seller delivers to Buyer a copy of said filing on Form 10-Q concurrently with the filing thereof with the Securities and Exchange Commission; (ii) As soon as available and in any event within ninety (90) days after the last day of each fiscal year of Seller (or, in the case of fiscal year 2000, no later than April 16, 2001), (A) a consolidated balance sheet of Seller and its Consolidated Subsidiaries as at the end of such fiscal year and the related consolidated statements of income and cash flows of Seller and its Consolidated Subsidiaries for such fiscal year, all prepared in reasonable detail and in accordance with GAAP and certified by the chief financial officer of Seller that they fairly present, in all material respects, the financial condition of Seller and its Consolidated Subsidiaries as at the date indicated and the results of their operations and their cash flows for the period indicated, and (B) except in the case of such consolidated financial statements for the fiscal year ended December 31, 2000 (in which case such report may be qualified in the manner disclosed to Buyer in writing on April 12, 2001), an unqualified report thereon by a nationally-recognized independent certified public accounting firm; provided that, so long as Seller shall be required to file an annual report on Form 10-K with the Securities and Exchange Commission, the obligations of Seller under this Section 12(h)(ii) shall be satisfied if Seller delivers to Buyer a copy of said filing on Form 10-K concurrently with the filing thereof with the Securities and Exchange Commission; (iii) Within forty-five (45) days after the last day of each calendar quarter in any fiscal year of Seller, an officer's certificate from Seller addressed to Buyer certifying that, as of the last day of such calendar quarter and as of the date of such certificate, (A) no condition or event existed or exists that constitutes a Default or an Event of Default or, if any such condition or event existed or exists, specifying the nature and period of existence thereof and what action Seller has taken, is taking and proposes to take with respect thereto, and (B) CBO REIT had and has no liabilities of any nature whatsoever, whether liquidated or unliquidated, contingent or matured, including without limitation any liabilities with respect to any federal, state or local taxes of any nature, or if any such liabilities existed or exist, specifying the nature and amount thereof and what action Seller has taken, is taking and proposes to take with respect thereto; provided, however, that the delivery of such certificate shall not relieve Seller of any of its obligations under the Agreement; (iv) Within fifteen (15) days after the end of each calendar month, a monthly reporting package containing all information set forth on Exhibit II attached hereto, including without limitation (A) calculations of Appraisal Reductions and Realized Losses (as such terms are defined in the definition of "CBO-2 Visible Losses") in respect of all applicable mortgage loans underlying any of the CBO-2 Securities, including without limitation any such mortgage loan with respect to which the Securitization Document for the securitization transaction relating to such mortgage loan does not contain definitions of "Appraisal Reduction" and "Realized Losses" (or comparable terms) and therefore does not require a determination of such amounts (in which case Seller shall use its best efforts to (1) cause such amounts to be determined as promptly as possible by the applicable master servicer or special servicer with respect to such mortgage loan and to be reported to Seller whereupon Purchaser shall for inclusion in such monthly reporting package or (2) (x) obtain the information necessary to make such determination as promptly as possible from such master servicer or special servicer and (y) make such determination for inclusion in such monthly reporting package) and (B) a return calculation of CBO-2 Visible Losses as of the Deposit end of such calendar month (based on the most recent information available to Seller and Seller shall reimburse Purchaser for its Subsidiaries at the actual costs time of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effect.determination);

Affirmative Covenants of Seller. (a) SellerSeller shall promptly notify Buyer of any material adverse change in its business operations and/or financial condition; provided, at Seller's sole cost and expensehowever, that nothing in this Section 11 shall until the earlier of, the Closing Date or termination relieve Seller of this Agreement, keep and perform or cause to be performed in all material respects: (i) all its obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any provide Buyer with copies of such documents as Buyer may reasonably request evidencing the truthfulness of the following: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided representations set forth in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunder9. (c) From Seller (1) shall defend the date right, title and interest of Seller's acceptance hereof Buyer in and to the earlier Purchased Loans against, and take such other action as is necessary to remove, the Liens, security interests, claims and demands of the Closing Date all Persons (other than security interests by or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance through Buyer) and shall be two (2) business days shall, at Buyer’s request, take all action necessary to ensure that Buyer will have a first priority security interest in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is Purchased Loans subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain Transactions in the event such Transactions are recharacterized as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannersecured financings. (d) Seller shall notify Purchaser promptly if Seller becomes aware Buyer and the Depository of the occurrence of any transactions Default or occurrence prior Event of Default with respect to Seller as soon as possible but in no event later than the Closing Date which would make any second (2nd) Business Day after obtaining actual knowledge of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectsuch event. (e) Any vacant rentable space Seller shall promptly (and in any event not later than two (2) Business Days following receipt) deliver to Buyer (i) any notice of the Real Property will be placed into Rent Ready Condition which is defined occurrence of an event of default under or report received by or required to be that all walls are patched delivered by Seller pursuant to the Securitization Documents; (ii) any notice of transfer of servicing under the Securitization Documents and freshly painted, each space (iii) any other information with respect to the Purchased Loans as may be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean conditionreasonably requested by Buyer from time to time. (f) Seller will permit Buyer (at Buyer’s cost) or its designated representative to inspect Seller’s records with respect to the Purchased Loans and the conduct and operation of its business related thereto upon reasonable prior written notice from Buyer or its designated representative, at such reasonable times and with reasonable frequency, and to make copies of extracts of any and all thereof, subject to the terms of any confidentiality agreement between Buyer and Seller. (g) If Seller shall at any time become entitled to receive or shall receive any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for the Purchased Loans, or otherwise in respect thereof, Seller shall accept the same as Buyer’s agent, hold the same in trust for Buyer and deliver the same forthwith to Buyer in the exact form received, duly endorsed by Seller to Buyer, if required, together with an undated bond power covering such certificate duly executed in blank to be held by Buyer hereunder as additional collateral security for the Transactions. If any sums of money or property so paid or distributed in respect of the Purchased Loans shall be received by Seller, Seller shall, until such money or property is paid or delivered to Buyer, hold such money or property for the benefit of Buyer, as additional collateral security for the Transactions. (h) At any time from time to time upon request of Buyer, at the sole expense of Seller, Seller will promptly and duly execute and deliver such further instruments and documents and take such further actions as Buyer may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement including the first priority security interest granted hereunder and of the rights and powers herein granted (including, among other things, filing such Uniform Commercial Code financing statements as Buyer may reasonably request). If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument, negotiable document, certificated security or chattel paper, such note, instrument, document, security or chattel paper shall be immediately delivered to Buyer, duly endorsed in a manner satisfactory to Buyer, to be held as Collateral pursuant to this Agreement, and the documents delivered in connection herewith. Seller hereby irrevocably authorizes Buyer at any time and from time to time to file in any filing office in any jurisdiction any initial financing statements and amendments thereto that (1) indicate the Collateral (i) as all Purchased Loans, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (2) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Seller is an organization, the type of organization and any organization identification number issued to Seller, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Seller agrees to cooperate with Purchaser's accountants (at no cost furnish any such information to Buyer promptly upon request. Seller also ratifies its authorization for Buyer to have filed in any jurisdiction any initial financing statements or expense to Seller) relative amendments thereto if filed prior to the performance by said accountants date hereof. (i) Seller shall provide Buyer with the following financial and reporting information: (i) Within 60 days after the last day of an audit the first three fiscal quarters in any fiscal year, Seller’s unaudited consolidated statements of income and statements of changes in cash flow for such quarter and balance sheets as of the end of such quarter (which statements and balance sheets shall separately break out the statements of income and changes in cash flow and balance sheets of Seller's ), in each case presented in Seller’s usual form as previously approved by Buyer; (ii) Within 120 days after the last day of its fiscal year, Seller’s audited consolidated statements of income and statements of changes in cash flow for such year and balance sheets as of the end of such year (which statements and balance sheets shall separately break out the statements of income and changes in cash flow and balance sheets of Seller), in each case presented in Seller’s usual form as previously approved by Buyer; (iii) Within 60 days after the last day of each calendar quarter in any fiscal year, an officer’s certificate from Seller addressed to Buyer certifying that, as of such calendar month, (x) Seller is in compliance with all of the terms, conditions and requirements of this Agreement, and (y) no Event of Default exists; (iv) within 60 days after the last day of each calendar month in any fiscal year, any and all property level financial information with respect to the Purchased Loans that is in the possession of Seller or an Affiliate, or such other information as may be mutually determined and agreed upon in writing by both Buyer and Seller, including, without limitation, rent rolls and income statements; and (v) Within 20 days after each month end, a monthly reporting package containing all information set forth on Exhibit III attached hereto. (j) Seller shall at all times comply in all material respects with all laws, ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets and Seller shall do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business. (k) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (l) Seller shall observe, perform and satisfy all the terms, provisions, covenants and conditions required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. Seller shall pay and discharge all taxes, levies, liens and other charges on its assets and on the Purchased Loans that, in each case, in any manner would create any lien or charge upon the Purchased Loans, except for any such taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP. (m) Seller shall advise Buyer in writing of the opening of any new chief executive office or the closing of any such office and of any change in Seller’s name or the places where the books and records relating pertaining to the Property. If Purchaser's auditors shall request Purchased Loans are held not less than fifteen (15) Business Days prior to taking any such action. (n) Seller to execute a representation letter addressed will maintain records with respect to the auditors and Seller Purchased Loans and the auditors cannot agree conduct and operation of its business with no less a degree of prudence than if the Purchased Loans were held by Seller for its own account and will furnish Buyer, upon request by Buyer or its designated representative, with information reasonably obtainable by Seller with respect to the Purchased Loans and the conduct and operation of its business. (o) Seller shall provide Buyer with access to operating statements, the occupancy status and other property level information, with respect to the Properties, plus any such additional reports as Buyer may reasonably request. (p) Seller hereby covenants and agrees that all interest and original issue discount received or accrued with respect to the Purchased Loans shall be treated as portfolio interest within the meaning of Sections 871(h) and 881(c) of the Internal Revenue Code, as amended, and no amount will be required to be deducted from any remittance on the content thereof, Purchaser may terminate this Agreement at Purchased Loans on account of withholding tax or otherwise. (q) Seller shall notify Buyer in writing of any time proposed extension or material modification of any Purchased Loan not less than ten (10) Business Days prior to the Closing Date by written notice taking any such action and shall reasonably provide Buyer with any documentation required for such Purchased Loan to Seller whereupon Purchaser shall obtain a return of the Deposit and be modified or extended after any such action has been taken. (r) Seller shall reimburse Purchaser pay all reasonable and actually incurred expenses (including the reasonable fees and expenses of counsel to Buyer) of Buyer in connection with the negotiation and documentation of this Agreement. (s) Seller shall be solely responsible for the actual costs fees and expenses of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effectCustodian.

Affirmative Covenants of Seller. During the term of this Agreement and so long as any Transaction is in effect hereunder (for purposes hereof, all references to the term “Seller” in this Section 11 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date): (a) Seller, at Seller's sole cost and expense, Seller shall until the earlier of, the Closing Date or termination promptly notify Buyer of this Agreement, keep and perform or cause to be performed in all material respects: (i) all obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this AgreementMaterial Adverse Effect. (b) From the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any provide Buyer with copies of such documents as Buyer may reasonably request evidencing the truthfulness of the following: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided representations set forth in Section 4.3(e9(b), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunder. (c) From Seller (i) shall defend the date right, title and interest of Seller's acceptance hereof Buyer in and to the earlier Collateral against, and take such other action as is necessary to remove, the liens, security interests, claims and demands of the Closing Date or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property Persons (other than security interests by or through Buyer) and (ii) shall, at Buyer’s reasonable request, take all action necessary to ensure that Buyer will have a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with priority security interest in the proposed study plan therefor ("Plan"). The Plan is Purchased Loans subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain Transactions in the event such Transactions are recharacterized as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannersecured financings. (d) Seller shall notify Purchaser promptly if Seller becomes aware Buyer and the Depository of the occurrence of any transactions Default or occurrence prior to Event of Default as soon as possible but in no event later than the Closing Date which would make any second (2nd) Business Day after obtaining actual knowledge of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectsuch event. (e) Any vacant rentable space Seller shall give notice to Buyer of the following (except in the Real case of clause (i) below, accompanied by an officer’s certificate setting forth details of the occurrence referred to therein and stating what actions Seller has taken or proposes to take with respect thereto): (i) with respect to any Purchased Loan sold to Buyer hereunder, promptly following receipt of any unscheduled Principal Payment (in full or in part); (ii) with respect to any Purchased Loan sold to Buyer hereunder, promptly following receipt by Seller of notice or knowledge that the related Mortgaged Property will has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as, in each case, to affect adversely the value of such Mortgaged Property; (iii) promptly following receipt of notice by Seller or knowledge of (i) the occurrence of any payment default or other material default under the Purchased Loan Documents for any Purchased Loan, (ii) any lien or security interest (other than security interests created hereby) on, or claim asserted against, any Purchased Loan or, to the best knowledge Seller, the underlying collateral therefor or (iii) any event or change in circumstances that has or could reasonably be placed into Rent Ready Condition expected to have an adverse effect on the Market Value of a Purchased Loan; and (iv) promptly, and in any event within three (3) Business Days after service of process on any of the following, give to Buyer notice of all litigation, actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which is defined are pending or threatened) or other legal or arbitrable proceedings affecting Seller or affecting any of the assets of Seller before any Governmental Authority that (i) questions or challenges the validity or enforceability of any of the Transaction Documents or any action to be that all walls are patched and freshly paintedtaken in connection with the transactions contemplated hereby, each space (ii) makes a claim or claims in an aggregate amount greater than $100,000, or (iii) which, individually or in the aggregate, if adversely determined could reasonably be likely to be demised has have a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean conditionMaterial Adverse Effect. (f) Seller agrees shall deliver to cooperate Buyer (i) notice of the occurrence of any Purchased Loan Event of Default promptly (and in any event not later than two (2) Business Days) after the earlier of the date that Seller receives notice or has actual knowledge thereof and (ii) any other information with Purchaser's accountants respect to any Purchased Loan as may be reasonably requested by Buyer from time to time. (at no cost g) Seller will permit Buyer or expense its designated representative to inspect Seller) relative ’s records with respect to the performance by said accountants Collateral and the conduct and operation of an audit its business related thereto upon reasonable prior written notice from Buyer or its designated representative, at such reasonable times and with reasonable frequency, and to make copies of extracts of any and all thereof, subject to the terms of any confidentiality agreement between Buyer and Seller. (h) At any time from time to time upon the reasonable request of Buyer, at the sole expense of Seller's , Seller will promptly and duly execute and deliver to Buyer such further instruments and documents and take such further actions as Buyer may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement including the security interests granted hereunder and of the rights and powers herein granted (including, among other things, filing such UCC financing statements as Buyer may reasonably request). If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to Buyer, duly endorsed in a manner reasonably satisfactory to Buyer, to be held as Collateral pursuant to this Agreement, and the documents delivered in connection herewith. (i) Seller shall provide Buyer with the following financial and reporting information: (i) Within 45 days after the last day of each of the first three fiscal quarters in any fiscal year, Sponsor’s consolidated and unaudited statements of income and statements of changes in cash flow for such quarter and balance sheets as of the end of such quarter, in each case presented fairly in accordance with GAAP and certified as being true and correct by an officer’s certificate; (ii) Within 120 days after the last day of its fiscal year, Sponsor’s consolidated and audited statements of income and statements of changes in cash flow for such year and balance sheets as of the end of such year, in each case presented fairly in accordance with GAAP, and accompanied, in all cases, by an unqualified report of a nationally recognized independent certified public accounting firm reasonably acceptable to Buyer; (iii) Within 30 days after the last day of each calendar month, any and all property level financial information (including without limitation rent rolls and operating statements) received with respect to the Purchased Loan by Seller or an Affiliate during such calendar month; and (iv) Within 45 days after the last day of each of the first, second and third quarters and within 60 days after the last day of the fourth quarter in any fiscal year, an officer’s certificate from Seller addressed to Buyer certifying that, as of the end of such quarter, (x) Seller is in compliance with all of the terms, conditions and requirements of this Agreement, (y) no Default or Event of Default exists and (z) Sponsor is in compliance with the financial covenants set forth in Section 5 of the Guaranty (including a calculation of each such financial covenant). (j) Seller shall at all times comply in all material respects with all laws, ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets and Seller shall do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business. (k) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (l) Seller shall observe, perform and satisfy all the terms, provisions, covenants and conditions required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. Seller shall pay and discharge all Taxes, levies, liens and other charges on its assets and on the Collateral that, in each case, in any manner would create any lien or charge upon the Collateral, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP in all material respects. Seller shall timely file all Tax returns required to be filed by it or with respect to all or any portion of the Collateral. (m) Seller shall advise Buyer in writing of the opening of any new chief executive office or the closing of any such office and of any change in Seller’s name or organizational structure or the places where the books and records relating pertaining to the PropertyPurchased Loan are held not less than thirty (30) days prior to taking any such action. If Purchaser's auditors Seller shall request also give Buyer prompt written notice of any transfer of direct ownership interests in Seller to execute a representation letter addressed and any transfer of more than 10% of the direct ownership interests in Sponsor. (n) Seller will maintain records with respect to the auditors and Seller Collateral and the auditors cannot agree on conduct and operation of its business with no less a degree of prudence than if the content thereofCollateral were held by Seller for its own account and will furnish Buyer, Purchaser may terminate this Agreement at any time prior upon reasonable request by Buyer or its designated representative, with reasonable information reasonably obtainable by Seller with respect to the Closing Date by Collateral and the conduct and operation of its business. (o) Seller shall provide Buyer with reasonable access to any operating statements, any occupancy status and any other property level information, with respect to the Mortgaged Properties, plus any such additional reports as Buyer may reasonably request. (p) Master Seller shall maintain its existence as a limited liability company, organized solely and in good standing under the law of the State of Delaware (unless Seller shall have given Buyer at least thirty (30) days’ prior written notice that Seller intends to Seller whereupon Purchaser shall obtain a return change the jurisdiction of the Deposit its organization) and Seller shall reimburse Purchaser not otherwise change its organizational structure, without the prior written approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed. (q) Seller may propose, and Buyer will consider, but shall be under no obligation to approve, strategies for the actual costs foreclosure or other realization upon the security for any Purchased Loan with respect to which a Purchased Loan Event of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effectDefault has occurred.

Affirmative Covenants of Seller. Seller hereby covenants and agrees with Purchaser that, unless Purchaser otherwise consents in writing, Seller shall during the Contract Period (or such lesser period stated below): (a) Sellerdefend the right, at Seller's sole cost title and expenseinterest of Purchaser in, shall until the earlier of, the Closing Date or termination of this Agreement, keep to and perform or cause to be performed in all material respects: (i) all obligations of the lessor under the Leases, and (ii) Purchased Rights against all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement.Adverse Claims other than Adverse Claims arising through Purchaser; (b) From the date notify Purchaser promptly after becoming aware of Seller's acceptance hereof to the earlier of, the Closing Date any Adverse Claim other than Adverse Claims arising through Purchaser on or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any of the following: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of businessany Purchased Rights; (ii) Except for Seller's execution of New Leases, as provided in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunder. (c) From comply with all Laws except where the date of Seller's acceptance hereof failure to do so would not adversely affect Purchaser’s interests in the earlier of Purchased Rights or the Closing Date or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office ability of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, perform its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any manner.obligations hereunder; (d) from time to time during regular business hours following reasonable notice being given to Seller shall notify by Purchaser, permit Purchaser promptly if or take such action as may be reasonably necessary to permit Purchaser, its agent or representatives to visit the offices and properties of Seller becomes aware for the purpose of any transactions or occurrence prior reviewing the data processing and other systems of Seller with respect to the Closing Date which would make Purchased Rights and Seller’s performance hereunder with any of Seller’s officers or employees designated by Seller and having knowledge of such matters, provided however that such agents or representatives shall not disclose to any third party any information that is not publicly available without the representations or warranties prior consent of Seller contained in Section 7.2 hereof Seller, which consent shall not true in any material respect.be unreasonably withheld; (e) Any vacant rentable space maintain accessible all records reasonably necessary or advisable for the collection of all amounts in respect of the Real Property will be placed into Rent Ready Condition which Purchased Rights; and provide access to Purchaser during regular business hours following reasonable notice from Purchaser to all records and data reasonably necessary to generate and collect amounts owed under the Purchased Rights that are accessible to Seller within 1 Business Day Seller is defined provided access thereto. Within 10 days of the end of each month during the Contract Period, Seller shall provide to be that all walls are patched Purchaser detailed monthly cost and freshly paintedrevenue reports pertaining to the Third Party Residual Rights and Direct Revenue Rights of the prior month, such reports to include full details of the costs and expenses provided for in Section 8.1(b) and to outline corresponding costs and revenues for each space to be demised has a fully-fixtured Third Party Residual Right and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean conditionDirect Revenue Right reported by merchant number. (f) Seller agrees to cooperate establish and maintain current and accurate records with Purchaser's accountants (at no cost or expense to Seller) relative respect to the performance location and mailing address of each Obligor and Merchant in accordance with its current practice; (g) fully perform in a timely manner and comply with all material terms, covenants and other provisions required to be performed and observed by said accountants it in connection with the MSI Residual Rights under the Marketing Agreement; (h) notify Purchaser promptly after becoming aware of the threat of termination or termination of the Marketing Agreement or the ISO Agreement prior to expiration of their terms; (i) preserve and maintain its corporate existence, rights, and privileges, provided however, Seller may merge, or amalgamate with any other entity or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all of its assets to any Person (“Transfer Actions”) with the prior approval of Purchaser, such approval not to be unreasonably withheld or delayed and further provided that Seller shall not require any approval for Transfer Actions with an audit Affiliate; (j) use all commercially reasonable efforts to maintain good relations with customers and suppliers; (k) to the extent applicable to Purchased Rights, use commercially reasonable efforts to remain, either directly or indirectly, a member in good standing of Seller's books the Association and records any other similar entity’s or organization’s system relating to any other type of revolving credit card accounts included as Purchased Rights; (l) provide Purchaser with annual financial statements within 90 days of each annual financial year for Seller; and when requested to do so by Purchaser execute or provide as soon as reasonably practicable but in any event within 5 days of the Property. If Purchaser's auditors shall request Seller date of such request, financing statements or other similar instruments or documents, or instruments of assignment, under any applicable law with respect to execute a representation letter addressed this Agreement or the purchase of the Purchased Rights; (m) update Schedule 3.3(f)(i) as to the auditors and identification numbers of Merchants upon conveyance of Additional Residual Rights by Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior in accordance with Section 2.4(d); and (n) Seller shall employ its reasonable commercial efforts to cause Xxxxxxx to provide a written confirmation within 30 days from Closing Date to the Closing Date effect that, as between Purchaser and Xxxxxxx, all payments processed by written notice to Seller whereupon Purchaser shall obtain a return Xxxxxxx on account of the Deposit Portfolio and Seller any Acceptable Additional Merchants shall reimburse be considered as part of the volume of payments being processed by Purchaser for the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effectwith Xxxxxxx.

Affirmative Covenants of Seller. (a) SellerSeller shall promptly notify Buyer of any material adverse change in its business operations and/or financial condition; provided, at Seller's sole cost and expensehowever, that nothing in this Section 11 shall until the earlier of, the Closing Date or termination relieve Seller of this Agreement, keep and perform or cause to be performed in all material respects: (i) all its obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any provide Buyer with copies of such documents as Buyer may reasonably request evidencing the truthfulness of the following: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided representations set forth in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunder9. (c) From Seller (1) shall defend the date right, title and interest of Seller's acceptance hereof Buyer in and to the earlier Purchased Assets against, and take such other action as is necessary to remove, the liens, security interests, claims and demands of the Closing Date all Persons (other than liens, security interests, claims and demands by or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance through Buyer) and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representativesshall, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At SellerBuyer's request, any sampling or testing by Purchaser's environmental consultant shall be conducted take all action necessary to ensure that Buyer will have a first priority security interest in a manner so as the Purchased Assets subject to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain Transactions in the event such Transactions are recharacterized as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannersecured financings. (d) Seller shall notify Purchaser promptly if Seller becomes aware Buyer and the Depository of the occurrence of any transactions Default or occurrence prior Event of Default with respect to Seller as soon as possible but in no event later than the Closing Date which would make any second (2nd) Business Day after obtaining actual knowledge of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectsuch event. (e) Any vacant rentable space Seller shall promptly (and in any event not later than two (2) Business Days following receipt) deliver to Buyer (i) any notice of the Real Property will be placed into Rent Ready Condition which is defined occurrence of an event of default under or report received by or required to be that all walls are patched delivered by Seller pursuant to the Securitization Documents; (ii) any notice of transfer of servicing under the Securitization Documents and freshly painted, each space (iii) any other information with respect to the Purchased Assets as may be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean conditionreasonably requested by Buyer from time to time. (f) Seller will permit Buyer or its designated representative to inspect Seller's records with respect to the Purchased Assets and the Underlying Assets and the conduct and operation of its business related thereto upon reasonable prior written notice from Buyer or its designated representative, at such reasonable times and with reasonable frequency, and to make copies of extracts of any and all thereof, subject to the terms of any confidentiality agreement between Buyer and Seller. (g) If Seller shall at any time become entitled to receive or shall receive any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for the Purchased Assets, or otherwise in respect thereof, Seller shall accept the same as Buyer's agent, hold the same in trust for Buyer and deliver the same forthwith to Buyer in the exact form received, duly endorsed by Seller to Buyer, if required, together with an undated bond power covering such certificate duly executed in blank to be held by Buyer hereunder as additional collateral security for the Transactions. If any sums of money or property so paid or distributed in respect of the Purchased Assets shall be received by Seller, Seller shall, until such money or property is paid or delivered to Buyer or to the Depository on behalf of Buyer, hold such money or property in trust for the benefit of Buyer, segregated from the other funds of Seller, as additional collateral security for the Transactions. (h) At any time from time to time upon request of Buyer, at the sole expense of Seller, Seller will promptly and duly execute and deliver such further instruments and documents and take such further actions as Buyer may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement including the first priority security interest granted hereunder and of the rights and powers herein granted (including, among other things, filing such Uniform Commercial Code financing statements as Buyer may reasonably request). If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument, negotiable document, certificated security or chattel paper, such note, instrument, document, security or chattel paper shall be immediately delivered to Buyer, duly endorsed in a manner satisfactory to Buyer, to be held as Collateral pursuant to this Agreement, and the documents delivered in connection herewith. Seller hereby irrevocably authorizes Buyer at any time and from time to time to file in any filing office in any jurisdiction any initial financing statements and amendments thereto that (1) indicate the Collateral (i) as all Purchased Assets, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (2) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Seller is an organization, the type of organization and any organization identification number issued to Seller, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Seller agrees to cooperate with Purchaser's accountants (at no cost furnish any such information to Buyer promptly upon request. Seller also ratifies its authorization for Buyer to have filed in any jurisdiction any initial financing statements or expense to Seller) relative amendments thereto if filed prior to the performance date hereof. (i) Seller shall provide Buyer with the following financial and reporting information: (i) Within 60 days after the last day of the first three fiscal quarters in any fiscal year, Newkirk's and Winthrop's unaudited consolidated statements of income and statements of changes in cash flow for such quarter and balance sheets as of the end of such quarter (which statements and balance sheets shall separately break out the statements of income and changes in cash flow and balance sheets of Newkirk and Winthrop), in eaxx xxxx presented in Newkirk's and Winthrop's usuxx xxxx xs previously approved by said accountants Buyer; (ii) Within 90 days after the last day of its fiscal year, Newkirk's and Winthrop's audxxxx xxxxolidated statements of income and statements of changes in cash flow for such year and balance sheets as of the end of such year (which statements and balance sheets shall separately break out the statements of income and changes in cash flow and balance sheets of Newkirk and Winthrop), in each case presented in Newkirk's and Winthrop's usuxx xxxx xs previously approved by Buyer; (iii) Within 60 days after the last day of each calendar quarter in any fiscal year, an audit officer's certificate from Seller addressed to Buyer certifying that, as of such calendar month, (x) Seller is in compliance with all of the terms, conditions and requirements of this Agreement, and (y) no Event of Default exists; (iv) Within 20 days after the last day of each calendar month in any fiscal year, any and all property level financial information with respect to the Purchased Assets that is in the possession of Seller or an Affiliate, or such other information as may be mutually determined and agreed upon in writing by both Buyer and Seller, including, without limitation, rent rolls and income statements; and (v) Within 10 Business Days of receipt by Seller, a monthly reporting package with respect to the Purchased Assets containing all information set forth on Exhibit III attached hereto; provided, however, that if such information is not received by Seller, it shall have no obligation under this clause (v). (j) Seller shall at all times comply in all material respects with all laws, ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets and Seller shall do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business. (k) Seller, Newkirk and Winthrop shall ax xxx ximes keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (l) Seller shall observe, perform and satisfy all the terms, provisions, covenants and conditions required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. Seller shall pay or cause to be paid and discharge all taxes, levies, liens and other charges on its assets and on the Purchased Assets that, in each case, in any manner would create any lien or charge upon the Purchased Assets, except for any such taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP. (m) Seller shall advise Buyer in writing of the opening of any new chief executive office or the closing of any such office and of any change in Seller's name or the places where the books and records relating pertaining to the Property. If Purchaser's auditors shall request Purchased Assets are held not less than fifteen (15) Business Days prior to taking any such action. (n) Seller to execute a representation letter addressed will maintain records with respect to the auditors and Seller Purchased Assets and the auditors cannot agree conduct and operation of its business with no less a degree of prudence than if the Purchased Assets were held by Seller for its own account and will furnish Buyer, upon request by Buyer or its designated representative, with information reasonably obtainable by Seller with respect to the Purchased Assets and the conduct and operation of its business. (o) Seller shall provide Buyer with access to operating statements, the occupancy status and other property level information with respect to the Mortgaged Properties that are either in Seller's possession or reasonably obtainable by Seller, plus any such additional reports as Buyer may reasonably request. (p) Seller hereby covenants and agrees that all interest and original issue discount received or accrued with respect to the Purchased Assets shall be treated as portfolio interest within the meaning of Sections 871(h) and 881(c) of the Internal Revenue Code, as amended, and no amount will be required to be deducted from any remittance on the content thereofPurchased Assets on account of withholding tax or otherwise. (q) Seller shall notify Buyer in writing of any proposed extension or material modification of any Purchased Asset not less than ten (10) Business Days prior to taking any such action and shall reasonably provide Buyer with any documentation required for such Purchased Asset to be modified or extended after any such action has been taken. (r) Seller shall be solely responsible for the fees and expenses of Custodian. (s) Seller shall, Purchaser may terminate this Agreement and shall cause each entity servicing any Purchased Assets to, promptly notify Buyer in writing of any payment in full or reasonably anticipated payment in full of a Purchased Asset. (t) Seller shall, if so requested by Buyer, cooperate in good faith with Buyer in order to have any Purchased Asset registered in the name of Buyer or its designee. (u) Seller, from and after the initial Purchase Date, shall maintain in immediately available funds as of any date of determination an amount equal to the excess of (1) $20,000,000 over (2) the Consolidated Aggregate Margin. (v) Newkirk's and Winthrop's invxxxxxxx xolicies and objectives shall not be materially changed, altered or modified, either formally or in practice from directly and indirectly acquiring, holding, financing, managing and disposing of loans and other investments related to real estate assets and real estate operating companies primarily located in the United States, including but not limited to first mortgage loans, junior participations in first mortgage loans, mezzanine loans, equity investments and preferred equity at the property, property holding company or corporate levels and to engage in such activities as are related or incidental to the foregoing. (w) The Tangible Net Worth of Newkirk shall not at any timx xx xxss than the sum of $400,000,000 plus 75% of the amount received by Newkirk in respect of any eqxxxx xxsuance after the date hereof. (x) The Tangible Net Worth of Winthrop shall not at any time be less than the sum of $200,000,000 plus 75% of the amount received by Winthrop in respect of any equity issuance after the date hereof. (y) The Tangible Net Worth at Newkirk and Winthrop shall nxx xxxxine more than 15% during any calendar quarter, and may not decline more than 30% during any trailing twelve consecutive month period. (z) The Newkirk Consolidated Leveragx Xxxxx, i.e. the quotient resulting from dividing (i) the sum of (1) Newkirk's Debt relating to ixx Xxxxxxments and (2) the aggregate amount of T-Two Partner, L.P.'s Debt (including, without limitation, the outstanding balance of the Newkirk/T-Two Loans, but excxxxxxx the outstanding balance of the Securitized Notes and the Newkirk Intercompany Loan) bx (xx) the aggregate of (1) Aggregate Investment Capitalization of Newkirk's Investments, plus (0) xxx xash and cash equivalents of Newkirk and the Newkirk Subsxxxxxxxs all as xxxxxxxbly determined by Buyer prior to May 24, 2006, shall at all times be less than seventy five (75%) percent. (aa) The Winthrop Consolidated Leverage Ratio, i.e. the Closing Date by written notice quotient resulting from dividing (i) the sum of (1) the Winthrop's and the Winthrop Realty Trust's Debt relating to Seller whereupon Purchaser shall obtain a return its Investments (including, without limitation, the outstanding balance of the Deposit Winthrop Loan, but excluding the Debt under the BS Repo Agreements) by (ii) the Winthrop Realty Trust's Total Asset Value, all as reasonably determined by Buyer prior to May 24, 2006 shall at all times be less than sixty (60%) percent. (bb) The sum of all Newkirk's Liquid Assets must xx xxx ximes be at least $10,000,000, as evidenced by Newkirk's annual and quarterxx XXX xxlings. If such minimum liquidity is not satisfied on any date of testing, Newkirk shall arrange for an xxxxxxon of Newkirk Liquid Assets in an xxxxxx necessary to satisfy the requirement within a period of 10 Business Days. (cc) The sum of all of Winthrop's Liquid Assets must at all times be at least $5,000,000, as evidenced by Winthrop's annual and quarterly SEC filings. If such minimum liquidity is not satisfied on any date of testing, Winthrop shall arrange for an infusion of Winthrop's Liquid Assets in an amount necessary to satisfy the requirement within a period of 10 Business Days. (dd) The consolidated net income of Newkirk and Winthrop for the xxxxxx of any 4 consecutive calendar quarters, determined in accordance with GAAP, shall not be less than one dollar ($1.00). (ee) Compliance with the covenants in clauses (u), (w), (x), (y), (z), (aa), (bb), (cc) and (dd) above shall be tested at the end of each of the first three fiscal quarters and after the end of the fourth fiscal quarter (i.e., the end of the fiscal year). Seller shall reimburse Purchaser for document compliance with such covenants by delivering a compliance certificate to Buyer not more than 45 days after the actual costs end of Purchaser's appraisal each quarter and environmental study to a maximum amount not more than 90 days after the end of $8,500.00 and this Agreement shall become null and void and of no further force or effectthe fiscal year.

Affirmative Covenants of Seller. (a) SellerSeller shall promptly notify Buyer of any material adverse change in its business operations and/or financial condition; provided, at Seller's sole cost and expensehowever, that nothing in this Article 12 shall until the earlier of, the Closing Date or termination relieve Seller of this Agreement, keep and perform or cause to be performed in all material respects: (i) all its obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any provide Buyer with copies of such documents as Buyer may reasonably request evidencing the truthfulness of the following: (i) Enter into any transaction representations set forth in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunderArticle 10. (c) From Seller shall (1) defend the date right, title and interest of Seller's acceptance hereof Buyer in and to the earlier Collateral and Purchased Items against, and take such other action as is necessary to remove, the Liens, security interests, claims and demands of the Closing Date all Persons (other than security interests by or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance through Buyer) and shall be two (2) business days at Buyer’s reasonable request, take all action necessary to ensure that Buyer will have a first priority security interest in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is Purchased Assets subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain Transactions in the event such Transactions are recharacterized as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannersecured financings. (d) Seller shall notify Purchaser promptly if Seller becomes aware Buyer and the Depository of the occurrence of any transactions Default or occurrence prior Event of Default with respect to Seller as soon as possible but in no event later than the Closing Date which would make any immediately succeeding Business Day after obtaining actual knowledge of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectsuch event. (e) Any vacant rentable space in Seller shall cause the Real Property will be placed into Rent Ready Condition which is defined special servicer rating of the special servicer with respect to all mortgage loans underlying Purchased Assets to be that no lower than “average” by Standard & Poor’s Ratings Group to the extent Seller controls or is entitled to control the selection of the special servicer. In the event the special servicer rating with respect to any Person acting as special servicer for any mortgage loans underlying Purchased Assets shall be below “average” by Standard & Poor’s Rating Group, or if an Act of Insolvency occurs with respect to Seller or Guarantor, Buyer shall be entitled to transfer special servicing with respect to all walls are patched and freshly paintedPurchased Assets to an entity satisfactory to Buyer, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling extent Seller controls or is completed with acoustical tile and standard fluorescent lighting and entitled to control the floor is in broom-clean conditionselection of the special servicer. (f) Seller agrees shall promptly (and in any event not later than two (2) Business Days following receipt) deliver to cooperate Buyer (i) any notice of the occurrence of an Event of Default under or report received by Seller pursuant to the Purchased Asset Documents; (ii) any notice of transfer of servicing under the Purchased Asset Documents and (iii) any other information with Purchaser's accountants respect to the Purchased Assets that may be requested by Buyer from time to time. (g) Seller will permit Buyer or its designated representative to inspect Seller’s records with respect to the Collateral and the Purchased Items and the conduct and operation of its business related thereto upon reasonable prior written notice from Buyer or its designated representative, at such reasonable times and with reasonable frequency, and to make copies of extracts of any and all thereof, subject to the terms of any confidentiality agreement between Buyer and Seller. Buyer shall act in a commercially reasonable manner in requesting and conducting any inspection relating to the conduct and operation of Seller’s business. (h) If Seller shall at any time become entitled to receive or shall receive any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for a Purchased Asset, or otherwise in respect thereof, Seller shall accept the same as Buyer’s agent, hold the same in trust for Buyer and deliver the same forthwith to Buyer (or the Custodian, as appropriate) in the exact form received, duly endorsed by Seller to Buyer, if required, together with an undated bond power covering such certificate duly executed in blank to be held by Buyer hereunder as additional collateral security for the Transactions. If any sums of money or property so paid or distributed in respect of the Purchased Assets shall be received by Seller, Seller shall, until such money or property is paid or delivered to Buyer, hold such money or property in trust for Buyer, segregated from other funds of Seller, as additional collateral security for the Transactions. (i) At any time from time to time upon the reasonable request of Buyer, at the sole expense of Seller, Seller will promptly and duly execute and deliver such further instruments and documents and take such further actions as Buyer may request for the purposes of obtaining or preserving the full benefits of this Agreement including the first priority security interest granted hereunder and of the rights and powers herein granted (including, among other things, filing such UCC financing statements as Buyer may request). If any amount payable under or in connection with any of the Collateral or Purchased Items shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to Buyer, duly endorsed in a manner satisfactory to Buyer, to be itself held as a Purchased Item and/or Collateral, as applicable, pursuant to this Agreement, and the documents delivered in connection herewith. (j) Seller or Guarantor, as applicable, shall provide, or to cause to be provided, to Buyer the following financial and reporting information: (i) Within fifteen (15) calendar days after each month-end, a monthly reporting package substantially in the form of Exhibit III attached hereto; (ii) Within forty-five (45) calendar days after the last day of each of the first three fiscal quarters in any fiscal year, consolidated unaudited financial statements of Guarantor presented fairly in accordance with GAAP or, if such financial statements being delivered have been filed with the SEC pursuant to the requirements of the 1934 Act, or similar state securities laws, presented in accordance with applicable statutory and/or regulatory requirements and delivered to Buyer within the same time frame as are required to be filed in accordance with such applicable statutory or regulatory requirements, in either case accompanied by a properly completed and executed Officers’ Certificate in the form attached hereto as Exhibit XXII, including a statement of operations and a statement of changes in cash flows for such quarter and statement of net assets as of the end of such quarter, also certified as being true and correct by an Officers’ Certificate in the form attached hereto as Exhibit XXII, which shall also include a properly completed and executed Covenant Compliance Certificate in the form attached hereto as Exhibit XIX; (iii) Within ninety (90) calendar days after the last day of its fiscal year, Guarantor’s consolidated audited financial statements, prepared by a nationally recognized independent certified public accounting firm and presented fairly in accordance with GAAP or, if such financial statements being delivered have been filed with the SEC pursuant to the requirements of the 1934 Act, or similar state securities laws, presented in accordance with applicable statutory and/or regulatory requirements and delivered to Buyer within the same time frame as are required to be filed in accordance with such applicable statutory and/or regulatory requirements, in either case accompanied by a properly completed and executed Officers’ Certificate in the form attached hereto as Exhibit XXII, including a statement of operations and a statement of changes in cash flows for such quarter and statement of net assets as of the end of such quarter accompanied by an unqualified report of the nationally recognized independent certified public accounting firm that prepared them, which shall also include a properly completed and executed Covenant Compliance Certificate in the form attached hereto as Exhibit XIX; and (iv) Copies of Guarantor’s Federal Income Tax returns, if any, delivered within thirty (30) days after the earlier of (A) filing or (B) the last filing extension period. (k) Seller shall make a representative available to Buyer every month for attendance at a telephone conference, the date of which to be mutually agreed upon by Buyer and Seller, regarding the status of each Purchased Asset, Seller’s compliance with the requirements of Articles 11 and 12, and any other matters relating to the Transaction Documents or Transactions that Buyer wishes to discuss with Seller. (l) Seller and Guarantor shall at all times (i) comply with all contractual obligations, (ii) comply in all material respects with all laws, ordinances, rules, regulations and orders (including, without limitation, environmental laws) of any Governmental Authority or any other federal, state, municipal or other public authority having jurisdiction over Seller and Guarantor or any of its assets and Seller and Guarantor shall do or cause to be done all things necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business and (iii) maintain and preserve its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business (including, without limitation, preservation of all lending licenses held by Seller and of Seller’s status as a “qualified transferee” (however denominated) under all documents which govern the Purchased Assets). (m) Seller and Guarantor shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions fairly in accordance with GAAP, and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (n) Seller shall observe, perform and satisfy all the terms, provisions, covenants and conditions required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. Seller shall pay and discharge all taxes, levies, liens and other charges on its assets and on the Collateral that, in each case, in any manner would create any lien or charge upon the Collateral, other than any such taxes that are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP. (o) Seller will maintain records with respect to the Collateral and Purchased Items and the conduct and operation of its business with no less a degree of prudence than if the Collateral and Purchased Items were held by Seller for its own account and will furnish Buyer, upon reasonable request by Buyer or its designated representative, with reasonable information obtainable by Seller with respect to the Collateral and Purchased Items and the conduct and operation of its business. (p) Seller shall provide Buyer with reasonable access plus any such additional reports as Buyer may reasonably request. Upon reasonable notice (unless a Default shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hours, Seller shall allow Buyer to (i) review any operating statements, occupancy status and other property level information with respect to the underlying real estate directly or indirectly securing or supporting the Purchased Assets that either is in Seller’s possession or is available to Seller, (ii) examine, copy (at no cost or expense Buyer’s expense) and make extracts from its books and records, to inspect any of its Properties, and (iii) discuss Seller’s business and affairs with its officers. (q) relative Seller shall enter into Hedging Transactions with respect to each of the Hedge-Required Assets (subject to the performance definition of Concentration Limit) to the extent necessary to hedge interest rate risk associated with the Purchase Price on such Hedge-Required Assets, in a manner reasonably acceptable to Buyer, to the extent that such Hedging Transactions will not give rise to non-qualifying REIT income under section 856 of the Code. (r) Seller shall take all such steps as Buyer deems necessary to perfect the security interest granted pursuant to Article 6 in the Hedging Transactions, shall take such action as shall be necessary or advisable to preserve and protect Seller’s interest under all such Hedging Transactions (including, without limitation, requiring the posting of any required Additional Eligible Collateral thereunder, and hereby authorizes Buyer to take any such action that Seller fails to take after demand therefor by said accountants Buyer. Seller shall provide the Custodian with copies of an audit all documentation relating to Hedging Transactions with Qualified Hedge Counterparties promptly after entering into same. All Hedging Transactions, if any, entered into by Seller with Buyer or any of its Affiliates in respect of any Purchased Asset shall be terminated contemporaneously with the repurchase of such Purchased Asset on the Repurchase Date therefor. (s) Seller shall: (i) not, unless it shall have provided Buyer thirty (30) days’ prior written notice of such change and shall have first taken all action required by Buyer for the purpose of perfecting or protecting the lien and security interest of Buyer established hereunder, (A) cause or permit any change to be made to its name, organizational identification number, identity or corporate structure, (B) cause or permit any change to its jurisdiction of organization, (C) cause or permit the opening of any new chief executive office or the closing any such office of Seller's , or (D) cause or permit any change in the places where the books and records relating pertaining to the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors Purchased Assets are held; (ii) pay and Seller discharge all taxes, assessments and the auditors cannot agree governmental charges or levies imposed on the content thereof, Purchaser may terminate this Agreement at it or on its income or profits or on any time of its Property prior to the Closing Date date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and (iii) not cause or permit any change of control of Seller without providing Buyer with at least ten (10) Business Days prior written notice to Seller whereupon Purchaser shall obtain thereof. (t) At any time that a return of the Deposit and Purchased Asset is no longer an Eligible Asset, Seller shall reimburse Purchaser for repurchase such Purchased Asset no later than three (3) Business Days, subject to the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of applicable cure rights set forth in Article 13(a)(xv), after receiving notice or gaining knowledge that such Purchased Asset is no further force or effectlonger an Eligible Asset.

Affirmative Covenants of Seller. On and as of the date of this Agreement and each Purchase Date and at all times while this Agreement and any Transaction thereunder is in effect or any Repurchase Obligations remain outstanding: (a) Seller, at Seller's sole cost and expense, Seller shall until the earlier of, the Closing Date or termination promptly notify Buyer of this Agreement, keep and perform or cause any event and/or condition that is likely to be performed in all material respects: (i) all obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreementhave a Material Adverse Effect. (b) From Seller shall give notice to Buyer of the date following (accompanied by an Officer’s Certificate setting forth details of the occurrence referred to therein and stating what actions Seller has taken or proposes to take with respect thereto): (i) promptly upon receipt by Seller of notice or knowledge of the occurrence of any Default or Event of Default; (ii) with respect to any Purchased Asset sold to Buyer hereunder, promptly following receipt of any unscheduled Principal Payment (in full or in part); (iii) with respect to any Purchased Asset sold to Buyer hereunder, promptly following receipt by Seller of notice or knowledge by a responsible officer that the related Mortgaged Property has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as to affect adversely the value of such Mortgaged Property; (iv) promptly upon receipt of notice by Seller or knowledge by a responsible officer of (A) any Purchased Asset that becomes a Defaulted Asset, (B) any lien or security interest (other than security interests created hereby) on, or claim asserted against, any Purchased Asset or, to Seller's acceptance hereof to the earlier of’s knowledge, the Closing Date underlying collateral therefor, (C) any event or termination change in circumstances that has or could reasonably be expected to have an adverse effect on the Market Value of this Agreementa Purchased Asset, Seller shall not door (D) any change with respect to Servicer or in the servicing of any Purchased Asset; (v) promptly, suffer or permit or agree to do and in any event within ten (10) days after service of process on any of the following, give to Buyer notice of all litigation, actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened) or other legal or arbitrable proceedings affecting Seller or affecting any of the assets of Seller before any Governmental Authority that (A) questions or challenges the validity or enforceability of any of the Transaction Documents or any action to be taken in connection with the transactions contemplated hereby, (B) makes a claim or claims in an aggregate amount greater than $100,000, (C) which, individually or in the aggregate, if adversely determined could reasonably be likely to have a Material Adverse Effect, (D) requires filing with the SEC in accordance with the 1934 Act and any rules thereunder or (E) raises any lender licensee issues with respect to any Purchased Asset; (vi) promptly upon any transfer of any underlying Mortgaged Property or any direct or indirect equity interest in any Mortgagor of which Seller has knowledge, whether or not consent to such transfer is required under the applicable Purchased Asset Documents; and (vii) promptly, and in any event within ten (10) days after Seller or any of its ERISA Affiliates knows or has reason to know that any “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur in respect of a Plan that, individually or in the aggregate, either has resulted, or could reasonably be expected to result, in a Material Adverse Effect. (c) Seller shall provide Buyer with copies of such documents that are available to Seller as Buyer may reasonably request evidencing the truthfulness of the representations set forth in Section 10 hereof. (d) Seller shall defend the right, title and interest of Buyer in and to the Purchased Assets and any Hedging Transactions against, and take such other action as is reasonably necessary to remove, any liens, security interests, claims, encumbrances, charges and demands of all Persons thereon (other than security interests granted to Buyer hereunder), and take any such other action as is necessary to obtain or preserve a first priority perfected security interest in the Purchased Assets and any Hedging Transactions. (e) Seller will permit Buyer or its designated representative to inspect any of Seller’s records with respect to all or any portion of the Purchased Assets and the conduct and operation of its business related thereto at such reasonable times and with reasonable frequency requested by Buyer or its designated representative and to make copies of extracts of any and all thereof. (f) If any amount payable under or in connection with any of the Purchased Assets shall be or become evidenced by any promissory note, other instrument or chattel paper (as each of the foregoing is defined under the UCC), such note, instrument or chattel paper shall be immediately delivered to Buyer or its designee, duly endorsed in a manner satisfactory to Buyer or if any collateral or other security shall subsequently be delivered to Seller in connection with any Purchased Asset, Seller shall immediately deliver or forward such item of collateral or other security to Buyer or its designee, together with such instruments of assignment as Buyer may reasonably request. (g) Seller shall provide (or cause to be provided) to Buyer the following financial and reporting information: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of businessMonthly Statement; (ii) Except the Quarterly Report, together with all operating statements and occupancy information that Seller or Servicer has received relating to the Purchased Assets for the related fiscal quarter; (iii) a Financial Covenant Compliance Certificate; (iv) within forty-five (45) days following the end of each of the first three quarters, and within ninety (90) days following the end of each fiscal year, as the case may be, an Officer’s Certificate of Seller in form and substance reasonably satisfactory to Buyer certifying that during such fiscal quarter or year Seller has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Transaction Documents to be observed, performed or satisfied by it, and that there has occurred no Event of Default and no event or circumstance has occurred that is reasonably likely to result in a Material Adverse Effect; (v) within ten (10) Business Days after Buyer’s request, such further information with respect to the operation of any Mortgaged Property, Purchased Asset, the financial affairs of Seller or Guarantor and any Plan and Multiemployer Plan as may be reasonably requested by Buyer, including all business plans prepared by or for Seller's execution of New Leases, ; and (vi) such other reports as provided in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunderBuyer shall reasonably request. (ch) From Seller shall at all times comply in all material respects with all laws (including, without limitation, Prescribed Laws), ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets, and Seller shall do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence and all licenses material to its business. (i) Seller agrees that, from time to time upon the date prior written request of Seller's acceptance hereof Buyer, it shall execute and deliver such further documents, provide such additional information and reports and perform such other acts as Buyer may reasonably request in order to insure compliance with all Prescribed Laws and to fully effectuate the earlier of the Closing Date or termination purposes of this Agreement; provided, upon reasonable advance notice from Purchaser (which notice however, that nothing herein shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires construed as requiring Buyer to conduct any environmental sampling inquiry or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing decreasing Seller’s responsibility for its statements, representations, warranties or sampling), Purchaser shall first provide Seller covenants hereunder. In order to enable Buyer and its respective Affiliates to comply with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller any anti-money laundering program and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, related responsibilities including, but not limited to, an environmental engineer any obligations under the Prescribed Laws and regulations thereunder, Seller on behalf of itself and its Affiliates makes the following representations and covenants to Buyer and its Affiliates: (A) that neither Seller, nor, any of its Affiliates, is a Prohibited Person and (B) Seller is not acting on behalf of or consultant on behalf of any Prohibited Person. Seller agrees to promptly notify Buyer or a person appointed by Buyer to administer their anti-money laundering program, if applicable, of any change in information affecting this Section 12(i). (j) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (k) Seller shall advise Buyer in writing of the opening of any new chief executive office of Seller or the closing of any such office and of any change in Seller’s name or the places where the books and records pertaining to the Purchased Assets are held not less than fifteen (15) Business Days prior to taking any such action. (l) Seller shall pay when due all Transaction Costs. Seller shall pay and discharge all Taxes, levies, liens and other charges, if any, on its assets and on the Purchased Assets that, in each case, in any manner would create any lien or charge upon the Purchased Assets, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP. (m) Seller shall maintain its existence as a limited liability company organized solely and in good standing under the law of the State of Delaware and shall not dissolve, liquidate, merge with or into any other Person or otherwise change its organizational structure or documents or identity or incorporate or organize in any other jurisdiction. (n) Seller shall maintain all records with respect to the Purchased Assets and the conduct and operation of its business with no less a degree of prudence than if the Purchased Assets were held by Seller for its own account and will furnish Buyer, upon request by Buyer or its designated representative, with information reasonably obtainable by Seller with respect to the Purchased Assets and the conduct and operation of its business. (o) Seller shall provide Buyer with notice of each modification of any Purchased Asset Documents consented to by Seller (including such modifications which do not constitute a Significant Modification). (p) Seller shall provide Buyer with reasonable access to operating statements, the occupancy status and other property level information, with respect to the Mortgaged Properties, plus any such additional reports as Buyer may reasonably request that are available to Seller. (q) Seller may propose, and Buyer will consider, but shall be under no obligation to approve, strategies for the foreclosure or other realization upon the security for any Purchased Asset that has become a Defaulted Asset. (r) Seller shall not cause any Purchased Asset to be serviced by any servicer other than a servicer expressly approved in connection writing by Buyer. Seller shall provide written notification to Buyer within one (1) Business Day of knowledge by a responsible officer of Seller that any rating agency reducing the credit or servicer rating applicable to any servicer. (s) If Seller shall at any time become entitled to receive or shall receive any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for a Purchased Asset, or otherwise in respect thereof, Seller shall accept the same as Buyer’s agent, hold the same in trust for Buyer and deliver the same forthwith to Buyer (or Custodian, as appropriate) in the exact form received, duly endorsed by Seller to Buyer if required, together with all related and necessary duly executed transfer documents to be held by Buyer hereunder as additional collateral security for the Transactions. If any sums of money or property so paid or distributed in respect of the Purchased Assets shall be received by Seller, Seller shall, until such money or property is paid or delivered to Buyer, hold such money or property in trust for Buyer, segregated from other funds of Seller, as additional collateral security for the Transactions. (t) If Guarantor or any Subsidiary of Guarantor has entered into or shall enter into or amend a repurchase agreement, warehouse facility, credit facility or other similar arrangement with any environmental sampling Person which by its terms provides more favorable terms with respect to any financial covenants tested at the Guarantor level, including without limitation covenants covering the same or testing conducted by Purchaser similar subject matter set forth in accordance with this Section 7(cthe Financial Covenant Compliance Certificate required to be delivered hereunder (a “More Favorable Agreement”). At Seller's request, any sampling or testing by Purchaser's environmental consultant Seller shall be conducted give (i) in a manner so as the case of an existing More Favorable Agreement, prompt notice to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgmentBuyer of such more favorable terms, or claim (includingii) in the case of a More Favorable Agreement that has not been executed, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrenceten (10) Business Days’ prior notice of such more favorable terms. If No later than (i) in the Closing does case of an existing More Favorable Agreement, ten (10) Business Days after notice is given of the more favorable terms, or (ii) in the case of a More Favorable Agreement that has not occur for any reason, Purchaser will restore (or cause to be restored)been executed, the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any manner. (d) date on which such more favorable terms become effective, Seller shall notify Purchaser promptly if Seller becomes aware of any transactions or occurrence prior enter into such amendments to the Closing Date which would make any of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respect. (e) Any vacant rentable space in the Real Property will be placed into Rent Ready Condition which is defined to be that all walls are patched and freshly painted, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting this Agreement and the floor is in broom-clean conditionother Transactions Document as may be required by Buyer to give effect to such more favorable terms. (f) Seller agrees to cooperate with Purchaser's accountants (at no cost or expense to Seller) relative to the performance by said accountants of an audit of Seller's books and records relating to the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to Seller whereupon Purchaser shall obtain a return of the Deposit and Seller shall reimburse Purchaser for the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effect.

Affirmative Covenants of Seller. (a) Seller shall promptly notify Buyer if, to Seller’s Knowledge and in Seller’s commercially reasonable judgment any Material Adverse Change shall have occurred; provided, at however, that such notice shall not relieve Seller of its other obligations under this Agreement and Seller's sole cost and expense, ’s failure to deliver any such notice shall until not result in a Default or give rise to an Event of Default unless the earlier of, the Closing Date or termination of this Agreement, keep and perform or cause to be performed in all material respects: (i) all obligations of the lessor under the Leases, and (ii) all obligations failure of Seller under the Legal Requirements if to give such notice was due to Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement’s bad faith or willful misconduct. (b) From Seller shall provide Buyer with copies of such documents as Buyer may reasonably request evidencing the date truthfulness of the representations set forth in Section 10. (c) Seller (1) shall defend the right, title and interest of Buyer in and to the Collateral against, and take such other action as is necessary to remove, all Liens (other than Permitted Liens), security interests, claims and demands of all Persons (other than security interests by or through Buyer) and (2) shall, at Buyer’s request, take all action necessary to ensure that Buyer will have a first priority security interest in the Purchased Assets in the event such Transactions are recharacterized as secured financings. (d) Seller shall notify Buyer of the occurrence of any Default or Event of Default or breach of any representation or warranty, including any MTM Representation, in each case of which Seller has Knowledge as soon as possible but in no event later than two (2) Business Days after Seller obtains Knowledge of such event. (e) Seller shall cause each Mortgagor Hedging Transaction to be pledged to Buyer as Collateral hereunder. (f) Seller shall promptly (and in any event not later than two (2) Business Days following receipt) deliver or cause Servicer to deliver to Buyer (i) any notice of the occurrence of an event of default under any Purchased Asset Document, (ii) notice and a copy of each material modification of any Purchased Asset Documents consented to in writing by Seller, including such modifications which do not constitute a Significant Purchased Asset Modification, and (iii) any other information with respect to any Purchased Asset as may be reasonably requested by Buyer from time to time. (g) Seller will permit Buyer or its designated representative to inspect Seller’s records with respect to the Collateral and the conduct and operation of its business related thereto upon reasonable prior written notice from Buyer or its designated representative, at such reasonable times and with reasonable frequency, and to make copies of extracts of any and all thereof, subject to the terms of Section 16 and any other confidentiality agreement between Buyer and Seller. (h) At any time upon the reasonable request of Buyer, at the sole expense of Seller's acceptance hereof , Seller will promptly and duly execute and deliver to Buyer such further instruments and documents and take such further actions as Buyer may request for the earlier ofpurposes of obtaining or preserving the full benefits of this Agreement including the first priority security interest granted hereunder and of the rights and powers herein granted (including, among other things, filing such UCC financing statements as Buyer may request). If any amount payable under or in connection with any of the Closing Date Collateral shall be or termination of become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to Buyer, duly endorsed in a manner satisfactory to Buyer, to be held as Collateral pursuant to this Agreement, and the documents delivered in connection herewith. (i) Seller (or Servicer on its behalf) shall not do, suffer or permit or agree to do any of provide Buyer with the followingfollowing financial and reporting information: (i) Enter into any transaction in respect to or affecting Within forty-five (45) days after the Proper out last day of each of the ordinary course first 3 calendar quarters in any fiscal year, Guarantor’s consolidated and unaudited statements of businessoperations for such quarter and statements of assets, liabilities and net assets as of the end of such quarter, in each case presented fairly in accordance with GAAP and accompanied by an officer’s certificate in the form of Exhibit IV hereto; (ii) Except Within ninety (90) days after the last day of its fiscal year, Guarantor’s consolidated and audited statements of operations, statements of cash flows and statements of changes in net assets for Seller's execution such year and statements of New Leasesassets, liabilities and net assets as provided of the end of such year, in Section 4.3(eeach case presented fairly in accordance with GAAP and accompanied by an officer’s certificate in the form of Exhibit IV hereto; (iii) Within forty-five (45) days after the last day of each calendar quarter in any fiscal year, any and all property level financial information that is in the possession of Seller or any Affiliate of Seller (including without limitation operating statements and occupancy reports), selltogether with a report by Seller or Servicer summarizing the property performance made available to Seller with respect to each Purchased Asset (or, encumberwith respect to a portfolio of Purchased Assets, or grant any interest in a consolidated summary of performance of the Property entire portfolio), which report shall set forth the net operating income, debt yield calculation, debt service coverage ratio, occupancy, RevPAR (for Hotel Purchased Assets) and sales/square footage (for retail properties) with respect to each Purchased Asset;] provided, however, that if the property level financial information is not required to be delivered to Seller within 30 days after the last day of each calendar quarter in any form or manner whatsoeverfiscal year, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller shall deliver such reports to Buyer within seven (7) Business Days following Seller's full performance of its obligations hereunder’s receipt thereof. (civ) From the date Within fifteen (15) calendar days following Buyer’s request (not to be made more than once per calendar year with respect to any Purchased Asset), at Buyer’s sole cost and expense (so long as no Event of Default or monetary or material non-monetary Default has occurred and is continuing) or at Seller's acceptance hereof ’s sole cost and expense (if an Event of Default or monetary or material non-monetary Default has occurred and is continuing), engage an Independent Appraiser to conduct a new Appraisal with respect to the earlier Mortgaged Property relating to any Purchased Asset, and deliver such new Appraisal promptly following Seller’s receipt of a final version of the Closing Date or termination same; provided, that if such new Appraisal indicates a material reduction in the value of this Agreementthe Mortgaged Property from the value stated in any immediately preceding Appraisal delivered by Seller to Buyer with respect to such Mortgaged Property, upon reasonable advance notice from Purchaser then Seller shall promptly reimburse Buyer for the cost of such new Appraisal; and (which notice v) Seller shall be not less than one business day promptly notify Buyer (and in advance and shall be any event, within two (2) business days in advance if Purchaser desires to inspect any occupied portions Business Days) of the Improvementsprohibition of Guarantor from making new investments in Eligible Assets accordance with the Guarantor’s governing documents. (j) Seller shall permit representativesat all times comply in all material respects with Requirements of Law having jurisdiction over Seller or any of its assets and Seller shall do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser all licenses material to its business. (collectively "Permittees"k) access Seller shall and shall cause Guarantor to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's at all times keep proper books and records relating of accounts in which true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (l) Seller shall observe, perform and satisfy all the terms, provisions, covenants and conditions required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the operation thereofTransaction Documents. Seller shall pay and discharge all Taxes, levies, liens and other charges, if any, on its assets and on the Collateral that, in each case, in any manner would create any Lien upon the Collateral, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP. (m) Seller shall advise Buyer in writing of any change in Seller’s name or organizational structure or the right places where the books and records pertaining to require the Purchased Assets are held not less than fifteen (15) Business Days prior to taking any such action. (n) Seller will maintain records with respect to the Collateral and the conduct and operation of its business with no less a degree of prudence than if the Collateral were held by Seller for its own account and will furnish Buyer, upon reasonable request by Buyer or its designated representative, with information reasonably obtainable by Seller with respect to the Collateral and the conduct and operation of its business. (o) Seller shall provide Buyer with reasonable access to any operating statements, any occupancy status and any other property level information, with respect to the Mortgaged Properties, plus any such additional reports as Buyer may reasonably request. (p) Seller covenants and agrees that a representative none of Seller may accompany any Seller, Pledgor or all of the Permittees. If Purchaser desires to Guarantor will Knowingly: (i) conduct any environmental sampling business, nor engage in any transaction or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling)dealing, Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testingProhibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person; or (ii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in Executive Order 13224 issued on September 24, 2001. Seller further covenants and agrees to deliver (from time to time) to Buyer any such certification or other evidence as may be requested by Buyer in its sole and absolute discretion, confirming that none of Seller, Pledgor or Guarantor has to its Knowledge engaged in any business, transaction or dealings with a Prohibited Person, including, but not limited to, the making or receiving of any contribution of funds, goods, or services, to or for the benefit of a Prohibited Person. (q) Seller shall notify Buyer promptly (and in any event, within five (5) Business Days) of the occurrence of any event that is reasonably likely to result in a Change of Control. (r) Seller shall deliver to Buyer an environmental engineer opinion of counsel in form and substance reasonably satisfactory to Buyer with respect to any Eligible Asset transferred to Seller from an Affiliate of Seller or consultant designated purchased for consideration other than cash that such transfer or purchase by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in constitutes a manner so as to provide "split" samples or data true sale of such Eligible Asset to Seller's environmental consultant. Purchaser does hereby indemnify . (s) Seller shall pay to Buyer all fees and forever defend other amounts as and hold Sellerwhen due as set forth in this Agreement, its partnersthe Fee Letter and the other Transaction Documents, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens (i) the Commitment Fee, which may shall be filed against the Property) which any of the indemnified parties may suffer or sustain as a result of the exercise due and payable by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If on the Closing does not occur Date; (ii) the Extension Fee, which shall be due and payable by Seller on each date the Seller extends the Facility Termination Date and (iii) the Funding Fee, which shall be due and payable by Seller on the related Purchase Date for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannera Purchased Asset. (dt) Seller shall notify Purchaser promptly if Seller becomes aware of any transactions enforce a Mortgagor’s obligation to extend, renew or occurrence replace a Mortgagor Hedging Transaction with respect to a Purchased Asset on or prior to the Closing Date which would make any of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectmaturity date for such Mortgagor Hedging Transaction such that at all times such Purchased Asset is subject to a legal, valid and binding Mortgagor Hedging Transaction. (e) Any vacant rentable space in the Real Property will be placed into Rent Ready Condition which is defined to be that all walls are patched and freshly painted, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean condition. (fu) Seller agrees to the following with respect to any Purchased Asset for which an event of default has occurred and is continuing under the related Purchased Asset Documents or the Purchased Asset is otherwise subject to a forbearance or other restructuring agreement: (i) Seller shall cooperate and consult with Purchaser's accountants (at no cost Buyer in connection with the development of any strategic plans or expense to Seller) relative making of any material decision with respect to the performance resolution of such Purchased Asset, keep Buyer informed on an ongoing basis of the developments in any such resolution process, including delivering to Buyer (i) copies of any notices or material correspondence between the Buyer and the Mortgagor or other lenders or participants under such Purchased Asset, and (ii) copies of all filings in any litigation or other proceeding, and copies of any and all amendments, waivers or modifications with respect to such Purchased Asset; (ii) Seller acknowledges that unless otherwise agreed to by said accountants Seller and Buyer, any such foreclosure or other proceeding shall be pursued by Servicer (or any special servicer appointed pursuant to Section 29(a) of this Agreement) pursuant to the Servicing Agreement and, if reasonably necessary to pursue any such resolution and enforce the rights of lender or participant, under the related Purchased Asset Documents, Seller and Buyer may determine to complete and record assignment documents and allonges described in Section 7(e) of this Agreement with respect to such Purchased Asset Documents in order to pursue such resolution; and (iii) if such event of default gives rise to the right of lender or participant under the related Purchased Asset to foreclose upon or direct or consent to the foreclosure upon the related Mortgaged Property or Capital Stock pledged as collateral security for a Mezzanine Loan, as applicable, and Seller, in its commercially reasonable judgment, has determined that there is no longer a reasonable possibility of a workout or other resolution with the applicable Mortgagor and that the foreclosure of the related Mortgaged Property or Capital Stock is inevitable or imminent (whether by a foreclosure sale pursuant to a judgment of foreclosure, a non-judicial foreclosure, a deed-in-lieu of foreclosure or other available methods of taking title to the Mortgaged Property or Capital Stock), then, promptly following such determination by Seller, Seller shall repurchase the applicable Purchased Asset from Buyer. Without limiting the foregoing, Seller shall repurchase a Purchased Asset pursuant to Section 3.1(d)(i) before Seller or Servicer or any third party servicer in the case of an audit A-Note, Mezzanine Loan or Participation Interest completes any foreclosure or power of Seller's books and records relating sale proceeding or accepts a deed-in-lieu of foreclosure of a Purchased Asset or otherwise converts a Purchased Asset to the Property. If Purchaser's auditors REO property. (v) Seller shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Date by written provide Buyer notice to Seller whereupon Purchaser shall obtain a return of the Deposit and Seller shall reimburse Purchaser for commencement of, settlement of or material judgment in any litigation, action, suit, arbitration, investigation or other legal or arbitral proceedings before any Governmental Authority (including any foreclosure proceeding) that (i) affects Seller, Guarantors, Pledgor, any Purchased Asset, the actual costs Pledged Collateral or any underlying Mortgaged Property, (ii) questions or challenges the validity or enforceability of Purchaser's appraisal and environmental study any Transaction Document, any Transaction, Purchased Asset or Purchased Asset Document, or (iii) individually or in the aggregate, if adversely determined, could reasonably be likely to have a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effectMaterial Adverse Change.

Affirmative Covenants of Seller. (a) SellerSeller shall promptly notify Buyer of any material adverse change in its business operations and/or financial condition; provided, at Seller's sole cost and expensehowever, that nothing in this Section 12 shall until the earlier of, the Closing Date or termination relieve Seller of this Agreement, keep and perform or cause to be performed in all material respects: (i) all its obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any provide Buyer with copies of such documents as Buyer may reasonably request evidencing the truthfulness of the following: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided representations set forth in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunder10. (c) From Seller (1) shall defend the date right, title and interest of Seller's acceptance hereof the Buyer in and to the earlier Collateral against, and take such other action as is necessary to remove, the Liens, security interests, claims and demands of the Closing Date all Persons (other than security interests by or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance through Buyer) and shall be two (2) business days shall, at Buyer’s reasonable request, take all action necessary to ensure that Buyer will have a first priority security interest in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is Purchased Loans subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain Transactions in the event such Transactions are recharacterized as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannersecured financings. (d) Seller shall notify Purchaser promptly if Seller becomes aware Buyer and the Depository of the occurrence of any transactions Default or occurrence prior Event of Default (other than Buyer) with respect to Seller as soon as possible but in no event later than the Closing Date which would make any second (2nd) Business Day after obtaining actual knowledge of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectsuch event. (e) Any vacant rentable space in the Real Property will be placed into Rent Ready Condition which is defined to be that all walls are patched and freshly painted, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean condition.[Intentionally Omitted]; (f) With respect to each Purchased Loan which bears interest at a fixed interest rate, Seller agrees shall enter into Hedging Transactions pursuant to cooperate with Purchaser's accountants a hedging strategy acceptable to Buyer (at no cost in Buyer’s reasonable discretion) and pledge such Hedging Transactions to Buyer as Collateral. (g) Seller shall promptly (and in any event not later than two (2) Business Days following receipt) deliver to Buyer (i) any notice of the occurrence of an event of default under or expense to Seller) relative report received by Seller pursuant to the performance Purchased Loan Documents; (ii) any notice of transfer of servicing under the Purchased Loan Documents and (iii) any other information with respect to the Purchased Loans as may be reasonably requested by said accountants Buyer from time to time. Repurchase Agreement $400MM Facility (h) [Intentionally Omitted]; (i) At any time from time to time upon the reasonable request of an audit Buyer, at the sole expense of Seller's books , Seller will promptly and records relating duly execute and deliver such further instruments and documents and take such further actions as Buyer may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement including the first priority security interest granted hereunder and of the rights and powers herein granted (including, among other things, filing such UCC financing statements as Buyer may reasonably request). If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Property. If Purchaser's auditors Buyer, duly endorsed in a manner reasonably satisfactory to the Buyer, to be held as Collateral pursuant to this Agreement, and the documents delivered in connection herewith. (j) Seller shall request provide Buyer with the following financial and reporting information: (i) Within 45 days after the last day of each of the first three fiscal quarters in any fiscal year commencing with the fiscal quarter ending September 30, 2005, Sponsor’s and Seller’s unaudited consolidated statements of income and statements of changes in cash flow for such quarter and balance sheets as of the end of such quarter, in each case presented in accordance with GAAP and certified as being true and correct by an officer’s certificate; (ii) Within 90 days after the last day of its fiscal year, commencing with the fiscal year ending December 31, 2005, Sponsor’s and Seller’s audited consolidated statements of income and statements of changes in cash flow for such year and balance sheets as of the end of such year, in each case presented in accordance with GAAP, and accompanied, in all cases, by an unqualified report of a nationally recognized independent certified public accounting firm consented to by Buyer (such consent not to be unreasonably withheld); (iii) Within 45 days after the last day of each calendar quarter in any fiscal year, commencing with the fiscal quarter ending September 30, 2005, any and all property level financial information with respect to the Purchased Loans that is in the possession of the Seller to execute a representation letter or an Affiliate, including, without limitation, rent rolls and income statements; (iv) Within 45 days after the last day of each calendar quarter in any fiscal year, commencing with the fiscal quarter ending September 30, 2005, an officer’s certificate from the Seller addressed to the auditors and Seller and the auditors cannot agree on the content thereofBuyer certifying that, Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to Seller whereupon Purchaser shall obtain a return as of the Deposit last day of such calendar quarter, (x) Seller is in compliance with all of the terms, conditions and requirements of this Agreement, and (y) no Event of Default has occurred and is continuing; and (v) Within 15 days after each month end, a monthly reporting package containing all substantially in the form of Exhibit III attached hereto. Repurchase Agreement $400MM Facility (k) Seller shall at all times comply in all material respects with all laws, ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets and Seller shall reimburse Purchaser do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business. (l) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (m) Seller shall observe, perform and satisfy all the actual costs terms, provisions, covenants and conditions required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. Seller shall pay and discharge all taxes, levies, liens and other charges on its assets and on the Collateral that, in each case, in any manner would create any lien or charge upon the Collateral, except for any such taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP. (n) Seller will maintain records with respect to the Collateral and the conduct and operation of Purchaser's appraisal its business with no less a degree of prudence than if the Collateral were held by Seller for its own account and environmental study will furnish Buyer, upon reasonable request by Buyer or its designated representative, with reasonable information reasonably obtainable by Seller with respect to a maximum amount the Collateral and the conduct and operation of $8,500.00 and this Agreement shall become null and void and of no further force or effectits business.

Affirmative Covenants of Seller. (a) SellerSeller covenants and agrees that, at Seller's sole cost and expense, shall until the earlier of, the Closing Date or termination of this Agreement, keep and perform or cause to be performed in all material respects: (i) all obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From from the date of Seller's acceptance hereof to the earlier of, this Agreement and until the Closing Date or termination of the date, if any, on which this Agreement is earlier terminated pursuant to Section 10.1 hereof, unless Purchaser otherwise agrees in writing and except as expressly contemplated by this Agreement, Seller shall cause each of the Acquired Companies to: (a) conduct the business and operations of the Acquired Companies only in the Ordinary Course of Business; (b) keep in full force and effect the corporate existence of the Acquired Companies and all rights, franchises and material Proprietary Rights relating or pertaining to the Acquired Companies and use its reasonable best efforts to cause its current insurance (or reinsurance) policies not do, suffer to be canceled or permit terminated or agree to do any of the following: (i) Enter into any transaction in respect coverage thereunder to or affecting the Proper out of the ordinary course of businesslapse; (ii) Except for Seller's execution of New Leases, as provided in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunder. (c) From use its reasonable best efforts to carry on the date business of Seller's acceptance hereof the Acquired Companies in the Ordinary Course of Business and to keep the earlier business organizations and properties of the Acquired Companies intact in the Ordinary Course of Business, including business operations, physical facilities, working conditions and employees and relationships with lessors, licensors, suppliers and customers and others having business relations with it; (d) maintain the material assets of the Acquired Companies in such ordinary repair, order and condition (normal wear and tear excepted) consistent with historical needs, replace in accordance with reasonable business practices its inoperable, worn out or obsolete assets with assets of good quality consistent with prudent practices and current needs and, in the event of a casualty, loss or damage to any of such assets or properties prior to the Closing Date (whether or termination not such casualty, loss or damage is covered by insurance), either repair or replace such damaged property or use the proceeds of this Agreement, such insurance in such other manner as mutually agreed upon reasonable advance notice from Purchaser by Seller and Purchaser; (which notice shall be not less than one business day in advance and shall be two (2e) business days in advance if Purchaser desires to inspect any occupied portions encourage all key employees of the ImprovementsAcquired Companies to continue their employment with the Acquired Companies or the Purchaser or its Subsidiaries after the Closing; (f) Seller shall permit representativesmaintain the books, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books accounts and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser Acquired Companies in accordance with this Section 7(c). At Seller's request, any sampling or testing by past custom and practice as used in the preparation of their financial statements; (g) cooperate with Purchaser and use its reasonable best efforts (i) to cause the conditions to Purchaser's environmental consultant shall obligations to close to be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim satisfied (including, without limitation, any mechanics' liens which may the execution and delivery of all agreements contemplated hereunder to be filed against so executed and delivered and the Propertymaking and obtaining of all Required Approvals necessary to consummate the transactions contemplated hereby, including, without limitation, all approvals under the HSR Act) which and (ii) to execute and deliver all documentation reasonably required in order for the Policy to be issued; (h) maintain the existence of and use reasonable best efforts to protect all material Proprietary Rights used by the Acquired Companies; (i) maintain the existence of and protect all of the material governmental permits, licenses, approvals and other authorizations of the Acquired Companies; (j) comply in all material respects with all applicable laws, ordinances, and regulations in the operation of the Acquired Companies; (k) pay one-half of the insurance premium on the Policy on the Closing Date, provided, however, that Seller shall have no obligation with respect to such Policy if the transactions contemplated pursuant to this Agreement are not consummated; (l) cooperate with Purchaser in its reasonable investigation of the business, assets and properties of the Acquired Companies and permit Purchaser and its employees, agents, accounting, legal and other authorized representatives, upon reasonable notice and at reasonable hours, to discuss the affairs, finances and accounts of any of the indemnified parties may suffer or sustain as a result Acquired Companies with the officers, partners, key employees and independent accountants of the exercise by Acquired Companies; and (i) deliver to Purchaser the Audited Financial Statements and a written calculation of its rights (and that of its Permittees) to enter upon the Property August 31 Purchase Price Decrease Amount or the office of Seller pursuant to this Section 7.1(c). Prior to any such entryAugust 31 Purchase Price Increase Amount, as the case may be; and (ii) provide Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition representatives reasonable access to the extent Purchaser or its Permittees have altered or damaged the Property in any manner. (d) Seller shall notify Purchaser promptly if Seller becomes aware of any transactions or occurrence prior to the Closing Date which would make any of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respect. (e) Any vacant rentable space in the Real Property will be placed into Rent Ready Condition which is defined to be that all walls are patched and freshly painted, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean condition. (f) Seller agrees to cooperate with Purchaser's accountants (at no cost or expense to Seller) relative to the performance by said accountants of an audit of Seller's books and records work papers relating to the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to Seller whereupon Purchaser shall obtain a return of the Deposit and Seller shall reimburse Purchaser for the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effectAudited Financial Statements.

Affirmative Covenants of Seller. (a) Seller, at Seller's sole cost and expense, Seller shall until the earlier of, the Closing Date or termination promptly notify Buyer of this Agreement, keep and perform or cause any event and/or condition that is likely to be performed in all material respects: (i) all obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreementhave a Material Adverse Effect. (b) From the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree give notice to do any Buyer of the following:following (accompanied by an Officer’s Certificate setting forth details of the occurrence referred to therein and stating what actions Seller has taken or proposes to take with respect thereto): (i) Enter into any transaction in respect to promptly upon receipt of notice or affecting the Proper out knowledge of the ordinary course occurrence of businessany Default or Event of Default; (ii) Except for Seller's execution with respect to any Purchased Loan sold to Buyer hereunder, immediately upon receipt of New Leasesany Principal Payment (in full or in part); (iii) with respect to any Purchased Loan sold to Buyer hereunder, as provided in Section 4.3(e)immediately upon receipt of notice or knowledge that the related Mortgaged Property has been damaged by waste, sellfire, encumberearthquake or earth movement, windstorm, flood, tornado or grant any interest in the Property in any form or manner whatsoeverother casualty, or otherwise perform or permit any act which will diminish or otherwise damaged so as to affect Purchaser's interest under this Agreement or in adversely the value of such Mortgaged Property, or which will prevent Seller's full performance of its obligations hereunder.; (civ) From the date promptly upon receipt of Seller's acceptance hereof to the earlier notice or knowledge of the Closing Date (i) any Purchased Loan which becomes a Defaulted Loan, (ii) any lien or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property security interest (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgmentsecurity interests created hereby) on, or claim asserted against, any Purchased Loan or, to Seller’s knowledge, the underlying collateral therefor or (iii) any event or change in circumstances that has or could reasonably be expected to have a material adverse affect on the Market Value of a Purchased Loan; and (v) promptly, and in any event within ten (10) days after service of process on any of the following, give to Buyer notice of all litigation, actions, suits, arbitrations, investigations (including, without limitation, any mechanics' liens of the foregoing which may be filed against the Propertyare pending or threatened) which or other legal or arbitrable proceedings affecting Seller or affecting any of the indemnified parties may suffer assets of Seller before any Governmental Authority that (i) questions or sustain as a result challenges the validity or enforceability of any of the exercise by Purchaser of its rights Transaction Documents or any action to be taken in connection with the transactions contemplated hereby, (and that of its Permitteesii) to enter upon the Property makes a claim or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder claims in coverage amounts of not less an aggregate amount greater than $1,000,000.00 per occurrence. If 5,000,000, or (iii) which, individually or in the Closing does not occur for any reasonaggregate, Purchaser will restore if adversely determined could reasonably be likely to have a Material Adverse Effect. (or cause to be restored), c) Seller shall provide Buyer with copies of such documents as Buyer may reasonably request evidencing the Property to its former condition to truthfulness of the extent Purchaser or its Permittees have altered or damaged the Property representations set forth in any mannerSection 10. (d) Seller shall notify Purchaser promptly if Seller becomes aware defend the right, title and interest of any transactions or occurrence prior Buyer in and to the Closing Date which would make any Purchased Loans against, and take such other action as is necessary to remove, the liens, security interests, claims, encumbrances, charges and demands of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectall Persons (other than security interests granted to Buyer hereunder). (e) Any vacant rentable space in Seller will permit Buyer or its designated representative to inspect any of Seller’s records with respect to all or any portion of the Real Property will be placed into Rent Ready Condition which is defined to be that all walls are patched Purchased Loans and freshly paintedthe conduct and operation of its business related thereto, each space to be demised has a fully-fixtured at such reasonable times and operable bathroomwith reasonable frequency requested by Buyer or its designated representative, and to make copies of extracts of any and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean conditionthereof. (f) If any amount payable under or in connection with any of the Purchased Loans shall be or become evidenced by any promissory note, other instrument or chattel paper (as each of the foregoing is defined under the UCC), such note, instrument or chattel paper shall be immediately delivered to Buyer or its designee, duly endorsed in a manner satisfactory to Buyer or if any collateral or other security shall subsequently be delivered to Seller agrees in connection with any Purchased Loan, Seller shall immediately deliver or forward such item of collateral or other security to cooperate Buyer or its designee, together with Purchaser's accountants such instruments of assignment as Buyer may request. (at no cost g) Seller shall provide (or expense cause to Sellerbe provided) relative to Buyer the following financial and reporting information: (i) the Monthly Statement; (ii) the Quarterly Report, together with all operating statements and occupancy information that Seller or Servicer has received relating to the performance Purchased Loans for the related fiscal quarter; (iii) the Financial Covenant Compliance Certificate; (iv) as soon as available and in any event within forty-five (45) days after the end of each of the first three quarterly fiscal periods of each fiscal year of Seller, the unaudited, consolidated balance sheets of Seller, which shall incorporate its consolidated subsidiaries, as at the end of such period and the related unaudited, consolidated statements of income and retained earnings and of cash flows for Seller, which shall incorporate its consolidated Subsidiaries, for such period and the portion of the fiscal year through the end of such period, accompanied by an Officer’s Certificate of Seller, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments); (v) as soon as available and in any event within ninety (90) days after the end of each fiscal year of Seller, the consolidated balance sheets of Seller, which shall incorporate its consolidated Subsidiaries, as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for Seller, which shall incorporate its consolidated Subsidiaries, for such year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (vi) within forty-five (45) days following the end of each quarter, or within ninety (90) days following the end of each fiscal year, as the case may be, an audit Officer’s Certificate of Seller in form and substance reasonably satisfactory to Buyer that Seller during such fiscal quarter or year has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in the Agreement and the other Transaction Documents to be observed, performed or satisfied by it, and that there has been no Seller Event of Default and no event or circumstance has occurred that is reasonably likely to result in a Material Adverse Effect; (vii) within fifteen (15) Business Days after Buyer’s request, such further information with respect to the operation of any Mortgaged Property, Purchased Loan, the financial affairs of Seller and any Plan and Multiemployer Plan as may be requested by Buyer, including all business plans prepared by or for Seller's ; provided, however, that with respect to information not previously known to, or in the possession of, Seller relating to any Multiemployer Plan, Seller shall be required to provide only such information as may be obtained through its good faith efforts; (viii) within sixty (60) Business Days after the end of each calendar year, such information as may be requested by Buyer, its successors and assigns, and transferees, in connection with the Purchased Loans, and that is necessary for the party requesting such information in preparing its tax return and paying taxes in any country or jurisdiction where such tax return or taxes are due; and (ix) such other reports as Buyer shall reasonably request. (h) Seller shall at all times comply in all material respects with all laws, ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets and Seller shall do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business. (i) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (j) Seller shall advise Buyer in writing of the opening of any new chief executive office of Seller or the closing of any such office and of any change in Seller’s name or the places where the books and records relating pertaining to the PropertyPurchased Loans are held not less than the later of fifteen (15) Business Days prior to taking any such action or ninety (90) days before any financing statement filing will lapse, lose perfection or become materially misleading. (k) Seller shall observe, perform and satisfy all the terms, provisions, covenants and conditions required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. If Purchaser's auditors Seller shall request pay and discharge all taxes, levies, liens and other charges, if any, on its assets and on the Purchased Loans that, in each case, in any manner would create any lien or charge upon the Purchased Loans, except for any such taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP. (l) Seller shall maintain its existence as corporation, organized solely and in good standing under the law of the State of Maryland and shall not dissolve, liquidate, merge with or into any other Person or otherwise change its organizational structure or identity or incorporate in any other jurisdiction unless Seller shall have notified Buyer in writing at least thirty (30) days prior to execute any intent not to so maintain its existence and, in connection with a representation letter addressed merger, (i) the surviving or resulting entity shall be a corporation or partnership organized under the laws of the United States or any state thereof, (ii) such entity shall expressly assume by written agreement, in form and substance satisfactory to Buyer in Buyer’s sole discretion, the performance of all of Seller’s duties and obligations hereunder and the Transaction Documents, and (iii) such entity shall be at least as creditworthy as Seller, as determined by Buyer in Buyer’s sole and absolute discretion; and provided, further, that after giving effect thereto, no Default or Event of Default would exist hereunder. (m) Seller shall maintain all records with respect to the auditors and Seller Purchased Loans and the auditors cannot agree on conduct and operation of its business with no less a degree of prudence than if the content thereofPurchased Loans were held by Seller for its own account and will furnish Buyer, Purchaser may terminate this Agreement at any time prior upon request by Buyer or its designated representative, with information reasonably obtainable by Seller with respect to the Closing Date Purchased Loans and the conduct and operation of its business. (n) Seller shall provide Buyer with notice of each modification of any Purchased Loan Documents consented to by written Seller (including such modifications which do not constitute a Significant Modification). (o) Seller shall provide Buyer with notice to Seller whereupon Purchaser shall obtain a return of the Deposit and occurrence of any “appraisal reduction event”, “control appraisal period” or similar event under any participation agreement related to any Purchased Loan. (p) Seller shall reimburse Purchaser provide Buyer with reasonable access to operating statements, the occupancy status and other property level information, with respect to the Mortgaged Properties, plus any such additional reports as Buyer may reasonably request. (q) Seller may propose, and Buyer will consider but shall be under no obligation to approve, strategies for the actual costs foreclosure or other realization upon the security for any Purchased Loan that has become a Defaulted Loan. (r) In the event that Seller has entered into or shall enter into or amend a repurchase agreement, warehouse facility, credit facility or other similar arrangement involving assets substantially similar to the Eligible Loans with any Person which by its terms provides more favorable terms with respect to any financial covenants, including, without limitation, covenants covering the same or similar subject matter set forth in the Financial Covenant Compliance Certificates required to be delivered hereunder, the applicable terms of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null be deemed automatically to include such more favorable terms so long as no Seller Event of Default has occurred and void is continuing. (s) Seller shall promptly deliver to Buyer true, correct and complete copies of no further force any material amendment, waiver or effectother modification to the CDO Indenture or the CDO II Indenture.

Affirmative Covenants of Seller. (a) SellerSeller shall promptly (and, at Seller's sole cost and expensein any event, within three (3) Business Days of obtaining knowledge thereof) notify Buyer of any Material Adverse Change; provided, however, that such notice shall until the earlier of, the Closing Date or termination not relieve Seller of this Agreement, keep and perform or cause to be performed in all material respects: (i) all its other obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From Seller shall provide Buyer with copies of such documents as Buyer may reasonably request evidencing the date truthfulness of the representations set forth in Section 10. (c) Seller (i) shall defend the right, title and interest of Buyer in and to the Collateral against, and take such other action as is necessary to remove, all Liens, security interests, claims and demands of all Persons (other than security interests by or through Buyer, Permitted Liens and Title Exceptions) against the Purchased Assets or Collateral and (ii) shall, at Buyer’s request, take all action necessary to ensure that Buyer will have a first priority security interest in the Purchased Assets in the event such Transactions are recharacterized as secured financings. (d) Seller shall notify Buyer and Account Bank of the occurrence of any Default or Event of Default (and the steps, if any, being taken to remedy it) as soon as possible, but in no event later than three (3) Business Days, after obtaining actual knowledge of such event. Promptly upon a request by Xxxxx, if Xxxxx believes (acting in good faith) that a Default or Event of Default may have occurred and is continuing, Seller shall supply to Buyer a certificate signed by a director or a manager on its behalf, certifying that to the best of Seller's acceptance hereof ’s knowledge, no Default or Event of Default is continuing (or, if a Default or Event of Default is continuing, specifying the Default or Event of Default, as applicable, and the steps, if any, being taken to remedy it). In determining whether a Default or Event of Default is continuing, Buyer may, without any further investigation or enquiry, rely on a certificate issued by Seller as determinative, in the absence of express knowledge to the earlier ofcontrary, of the Closing Date absence of any Default or termination Event of Default, as applicable. (e) Seller shall promptly (and, in any event, not later than three (3) Business Days following receipt) deliver, or cause each Servicer, to deliver to Buyer (i) any notice of the occurrence of an event of default under any Purchased Asset Document, (ii) notice of the occurrence of any event that results in a Purchased Asset becoming a Defaulted Asset, (iii) notice of the occurrence of any event that results in a Purchased Asset no longer being an Eligible Asset, (iv) notice of the occurrence of any Credit Event and (v) any other information with respect to any Purchased Asset as may be reasonably requested by Xxxxx from time to time. (f) Seller will permit Buyer or its designated representative to inspect Seller’s records with respect to the Collateral and the conduct and operation of its business related thereto upon reasonable prior written notice from Buyer or its designated representative, at such reasonable times and with reasonable frequency, and to make copies of extracts of any and all thereof, subject to the terms of any confidentiality agreement between Buyer and Seller. (g) At any time upon the reasonable request of Xxxxx, at the sole expense of Seller, Seller will promptly and duly execute and deliver to Buyer such further instruments and documents and take such further actions as Buyer may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement, Seller shall not doincluding the first priority security interest granted hereunder and of the rights and powers herein granted (including, suffer among other things, filing such UCC financing statements as Buyer may request). If any amount payable under or permit or agree to do in connection with any of the followingCollateral shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to Buyer, duly endorsed in a manner satisfactory to Buyer, to be held as Collateral pursuant to this Agreement, and the documents delivered in connection herewith. (h) Seller (or a Servicer on its behalf) shall provide Buyer with the following financial and reporting information: (i) Enter into any transaction in respect to or affecting Within forty-five (45) days after the Proper out last day of each of the ordinary course first three (3) calendar quarters in any fiscal year, Guarantor’s consolidated and unaudited statements of businessoperations for such quarter and statements of assets, liabilities and net assets as of the end of such quarter, in each case presented fairly in accordance with GAAP and accompanied by a compliance certificate in the form of Exhibit E hereto; (ii) Except Within one hundred and twenty (120) days after the last day of its fiscal year, Guarantor’s consolidated and audited statements of operations, statements of cash flows and statements of changes in net assets for Seller's execution such year and statements of New Leasesassets, liabilities and net assets as provided of the end of such year, in Section 4.3(eeach case, audited by an independent certified public accountant of recognized national standing, presented fairly in accordance with GAAP and accompanied by a compliance certificate in the form of Exhibit E hereto; (iii) Within forty-five (45) days after the last day of each calendar quarter in any fiscal year, any and all property level financial information that is in the possession of Seller or any Affiliate of Seller (including without limitation operating statements and occupancy reports), selltogether with a cover sheet by Seller or the applicable Servicer summarizing the property performance made available to Seller with respect to each Purchased Asset (or, encumberwith respect to a portfolio of Purchased Assets, or grant a consolidated summary of performance of the entire portfolio), which cover sheet shall set forth the net operating income, debt yield calculation, debt service coverage ratio, occupancy, revenue per available room (for Hotel Purchased Assets) and sales/square footage (for retail properties) with respect to each Purchased Asset, and a loan status report containing a summary of all material changes to the property (including without limitation lease renewals/lapses, property improvements, appraisal updates and reserve balances); (A) Within fifteen (15) days after each anniversary of the applicable Purchase Date and (B) within forty-five (45) days after Xxxxx’s request, in each case, a new Appraisal with respect to the Mortgaged Property relating to any interest Purchased Asset; (v) On the Servicer Remittance Date, the Monthly Remittance Report (as defined in the Property in any form or manner whatsoeverServicing Agreement); (vi) On the 15th day of each month, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or a monthly portfolio report in the Property, or which will prevent customary form prepared by Seller's full performance of its obligations hereunder; and (vii) Any other report reasonably requested by Xxxxx. (ci) From Seller shall at all times comply with all laws, ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets, except where a lack of such compliance would not be reasonably likely to result in a Material Adverse Change and Seller shall do, or cause to be done, all things reasonably necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business. (j) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (k) Seller shall observe, perform and satisfy all the date of Seller's acceptance hereof terms, provisions, covenants and conditions required to be observed, performed or satisfied by it, and shall pay when due all out-of-pocket costs, fees and expenses required to be paid by it, under the Program Documents. Seller shall pay and discharge all Taxes, levies, liens and other charges, if any, incurred by it or levied or imposed on its assets or on the Collateral as the same become due and payable and prior to the earlier time the same would in any manner create any lien or charge upon the Collateral, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP and excluding other Permitted Liens and Title Exceptions. (l) Seller shall advise Buyer in writing of any change in Seller’s name or organizational structure or the Closing Date or termination places where the books and records pertaining to the Purchased Assets are held not less than fifteen (15) Business Days prior to taking any such action. (m) Seller will maintain records with respect to the Collateral and the conduct and operation of this Agreementits business with no less a degree of prudence than if the Collateral were held by Seller for its own account and will furnish Buyer, upon reasonable advance notice from Purchaser request by Buyer or its designated representative, with information reasonably obtainable by Seller with respect to the Collateral and the conduct and operation of its business. (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvementsn) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") provide Buyer with reasonable access to any operating statements, any occupancy status and entry upon the Property to examineany other property level information, inspect, measure and test the Property and access with respect to the office Mortgaged Properties, plus any such additional reports in Seller’s possession or control as Buyer may reasonably request with respect to the Mortgaged Properties. (i) Seller shall comply with the Patriot Act and all applicable requirements of any Governmental Authority having jurisdiction over Seller to review Seller's books and records and/or the Purchased Assets, including those relating to the operation thereofmoney laundering and terrorism. Seller Buyer shall have the right to require audit Seller’s compliance with the Patriot Act and all applicable requirements of any Governmental Authority having jurisdiction over Seller and/or the Purchased Assets, including those relating to money laundering and terrorism. In the event that a representative Seller fails to comply with the Patriot Act or any such requirements of any Governmental Authority, then Buyer may, at its option, cause Seller may accompany to comply therewith and any or and all costs and expenses incurred by Buyer in connection therewith shall be secured by the Collateral and shall be immediately due and payable. (ii) At all times, (i) none of the Permittees. If Purchaser desires to conduct funds or other assets of Seller, Pledgor, any environmental sampling Affiliated Originator or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing Guarantor shall constitute property of, or sampling)shall be beneficially owned, Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is directly or indirectly, by any Person subject to the approval of Seller and no environmental sampling any Sanctions or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at subject to any inspection, sampling or testingtrade restrictions under United States law, including, but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701 et seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (PATRIOT Act) of 2001 and any Executive Orders or regulations promulgated thereunder, each as may be amended from time to time, with the result that the investment in Seller, Pledgor, any Affiliated Originator or Guarantor, as applicable (whether directly or indirectly), would be prohibited by law (each, an environmental engineer “Embargoed Person”), or consultant designated any Transaction would be in violation of law, (ii) no Embargoed Person shall have any interest of any nature whatsoever in Seller, Pledgor, any Affiliated Originator or Guarantor, as applicable, with the result that the investment in Seller, Pledgor, any Affiliated Originator or Guarantor, as applicable (whether directly or indirectly), would be prohibited by law or any Transaction would be in violation of law, and (iii) none of the funds of Seller, Pledgor, any Affiliated Originator or Guarantor, as applicable, shall be derived from any unlawful activity with the result that the investment in Seller, Pledgor any Affiliated Originator or Guarantor, as applicable (whether directly or indirectly), would be prohibited by law or any Transaction would be in violation of law. Seller has ascertained the identity of all persons and entities who have provided funds to capitalize Seller and has conducted verification procedures which are sufficient to establish the identity and source of such funds, in each case excluding public shareholders of Guarantor. (iii) Neither Seller nor, to Seller’s knowledge, any owner of a direct or indirect interest in Seller (i) is subject to any Sanctions or listed on any Government Lists, (ii) is a person who has been determined by competent authority to be subject to the prohibitions contained in connection with Presidential Executive Order No. 13224 (Sept. 23, 2001) or any environmental sampling other similar prohibitions contained in the rules and regulations of OFAC or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's requestany enabling legislation or other Presidential Executive Orders in respect thereof, (iii) has been previously indicted for or convicted of any sampling felony involving a crime or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples crimes of moral turpitude or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from for any loss, liability, suit, action judgmentPatriot Act Offense, or claim (includingiv) is currently under formal investigation by any Governmental Authority for alleged criminal activity. For purposes hereof, without limitation, the term “Patriot Act Offense” means any mechanics' liens which may be filed against violation of the Property) which criminal laws of the United States of America or of any of the indemnified parties may suffer several states, or sustain as that would be a result criminal violation if committed within the jurisdiction of the exercise by Purchaser United States of its rights (and that of its Permittees) to enter upon the Property America or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any manner. (d) Seller shall notify Purchaser promptly if Seller becomes aware of any transactions or occurrence prior to the Closing Date which would make any of the representations several states, relating to terrorism or warranties the laundering of Seller contained in Section 7.2 hereof not true in monetary instruments, including any material respect. offense under (eA) Any vacant rentable space in the Real Property will be placed into Rent Ready Condition which is defined criminal laws against terrorism; (B) the criminal laws against money laundering, (C) the Bank Secrecy Act, as amended, (D) the Money Laundering Control Act of 1986, as amended, or (E) the Patriot Act. “Patriot Act Offense” also includes the crimes of conspiracy to be that all walls are patched commit, or aiding and freshly paintedabetting another to commit, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operablePatriot Act Offense. For purposes hereof, the ceiling is completed with acoustical tile term “Government Lists” means (1) the Specially Designated Nationals and standard fluorescent lighting and the floor is in broom-clean condition. Blocked Persons Lists maintained by OFAC, (f2) Seller agrees to cooperate with Purchaser's accountants (at no cost or expense to Seller) relative to the performance by said accountants of an audit of Seller's books and records relating to the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to Seller whereupon Purchaser shall obtain a return U.S. Department of the Deposit Treasury’s FINCEN list, (3) any other list of terrorists, terrorist organizations or narcotics traffickers maintained pursuant to any of the Rules and Regulations of OFAC that Buyer notified Seller shall reimburse Purchaser for in writing is now included in “Government Lists”, or (4) any similar lists maintained by the actual costs United States Department of Purchaser's appraisal and environmental study State, the United States Department of Commerce or any other Government Authority or pursuant to a maximum amount any Executive Order of $8,500.00 and this Agreement shall become null and void and the President of no further force or effectthe United States of America that Buyer notified Seller in writing is now included in “Government Lists”.

Affirmative Covenants of Seller. (a) SellerSeller shall promptly notify each Buyer of any material adverse change in its business operations and/or financial condition; provided, at Seller's sole cost and expensehowever, that nothing in this Section 12 shall until the earlier of, the Closing Date or termination relieve Seller of this Agreement, keep and perform or cause to be performed in all material respects: (i) all its obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any provide each Buyer with copies of such documents as such Buyer may reasonably request evidencing the truthfulness of the following: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided representations set forth in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunder10. (c) From Seller (1) shall defend the date right, title and interest of Seller's acceptance hereof each Buyer in and to the earlier Assets against, and take such other action as is necessary to remove, the Liens, security interests, claims and demands of the Closing Date all Persons (other than security interests by or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance through a Buyer) and shall be two (2) business days shall, at such Buyer’s reasonable request, take all action necessary to ensure that such Buyer will have a first priority security interest in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects Purchased Securities and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is Purchased Loans subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain Transactions in the event such Transactions are recharacterized as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannersecured financings. (d) Seller shall notify Purchaser promptly if Seller becomes aware such Buyer and the Depository of the occurrence of any transactions Default or occurrence prior Event of Default with respect to Seller as soon as possible but in no event later than the Closing Date which would make any second (2nd) Business Day after obtaining actual knowledge of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectsuch event. (e) Any vacant rentable space in the Real Property will be placed into Rent Ready Condition which is defined to be that all walls are patched and freshly painted, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean condition[Intentionally Omitted]. (f) [Intentionally Omitted]. (g) Seller agrees to cooperate with Purchaser's accountants shall promptly (at no cost or expense to Sellerand in any event not later than two (2) relative Business Days following receipt) deliver to the performance by said accountants applicable Buyer (i) any written notice of the occurrence of an audit event of default received by Seller pursuant to the Securitization Documents or Purchased Loan Documents; (ii) any notice of transfer of servicing under the Securitization Documents and (iii) any other information with respect to the Purchased Assets as may be reasonably requested by the applicable Buyer from time to time. (h) Seller will permit the applicable Buyer or its designated representative to inspect Seller's books ’s records with respect to the Assets and records the conduct and operation of its business related thereto upon reasonable prior written notice from such Buyer or its designated representative, at such reasonable times and with reasonable frequency (but not more than two times during any twelve consecutive month period so long as an Event of Default has not occurred and is not continuing), and to make copies of extracts of any and all thereof. Buyer shall act in a commercially reasonable manner in requesting and conducting any inspection relating to the Property. conduct and operation of Seller’s business. (i) If Purchaser's auditors Seller shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior become entitled to receive or shall receive any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for the Purchased Securities, or otherwise in respect thereof, Seller shall accept the same as Securities Buyer’s agent, hold the same in trust for Securities Buyer and deliver the same forthwith to Securities Buyer in the exact form received, duly endorsed by Seller to Securities Buyer, if required, together with an undated bond power covering such certificate duly executed in blank to be held by Securities Buyer hereunder as additional asset security for the Transactions. If any sums of money or property so paid or distributed in respect of the Purchased Securities shall be received by Seller, Seller shall, until such money or property is paid or delivered to Securities Buyer, hold such money or property in trust for Securities Buyer, segregated from other funds of Seller, as additional asset security for the Transactions. (j) At any time from time to time upon the reasonable request of the applicable Buyer, at the sole expense of Seller, Seller will promptly and duly execute and deliver such further instruments and documents and take such further actions as the applicable Buyer may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement including the first priority security interest granted hereunder and of the rights and powers herein granted (including, among other things, filing such UCC financing statements as the applicable Buyer may reasonably request). If any amount payable under or in connection with any of the Assets shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to the Closing Date by written notice applicable Buyer, duly endorsed in a manner reasonably satisfactory to the applicable Buyer, to be held as Assets pursuant to this Agreement, and the documents delivered in connection herewith. (k) Seller whereupon Purchaser shall obtain a return provide each Buyer with the following financial and reporting information: (i) Within 60 days after the last day of each of the Deposit first three fiscal quarters in any fiscal year, Seller’s unaudited consolidated balance sheets as of the end of such quarter, in each case certified as being true and correct by an officer’s certificate; (ii) Within 120 days after the last day of its fiscal year, Seller’s audited consolidated statements of income and statements of changes in cash flow for such year and balance sheets as of the end of such year, in each case presented fairly in accordance with GAAP, and accompanied, in all cases, by an unqualified report of a nationally recognized independent certified public accounting firm consented to by Buyer in its reasonable discretion; (iii) Within 60 days after the last day of each calendar quarter in any fiscal year, any and all property level financial information with respect to the Purchased Loans that is in the possession of the Seller or an Affiliate, including, without limitation, rent rolls and income statements; and (iv) Within 60 days after the last day of each calendar quarter in any fiscal year, an officer’s certificate from the Seller addressed to each Buyer certifying that, as of such calendar month, (x) Seller is in compliance in all material respects with all of the terms, conditions and requirements of this Agreement, and (y) no Event of Default (other than with respect to a Buyer) exists. (l) Seller shall at all times comply in all material respects with all laws, ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets and Seller shall reimburse Purchaser do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business. (m) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (n) Seller shall observe, perform and satisfy all the actual costs terms, provisions, covenants and conditions required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. Seller shall pay and discharge all taxes, levies, liens and other charges on its assets and on the Assets that, in each case, in any manner would create any lien or charge upon the Assets, except for any such taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in all material respects in accordance with GAAP. (o) Seller will maintain records with respect to the Assets and the conduct and operation of Purchaser's appraisal its business with no less a degree of prudence than if the Assets were held by Seller for its own account and environmental study will furnish the applicable Buyer, upon reasonable request by such Buyer or its designated representative, with reasonable information reasonably obtainable by Seller with respect to a maximum amount the Assets and the conduct and operation of $8,500.00 its business. (p) Seller shall provide Loan Buyer with reasonable access to operating statements, the occupancy status and this Agreement shall become null and void and of no further force or effectother property level information, with respect to the Mortgaged Properties, plus any such additional reports (to the extent in Seller’s possession) as Loan Buyer may reasonably request.

Affirmative Covenants of Seller. On and as of the date of this Agreement and each Purchase Date and at all times while this Agreement and any Transaction thereunder is in effect or any Repurchase Obligations remain outstanding: (a) Seller, at Seller's sole cost and expense, Seller shall until the earlier of, the Closing Date or termination promptly notify Buyer of this Agreement, keep and perform or cause any event and/or condition that is likely to be performed in all material respects: (i) all obligations have a Material Adverse Effect of the lessor under the Leases, and (ii) all obligations of which Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreementhas knowledge. (b) From Seller shall give notice to Buyer of the date following (accompanied by an Officer’s Certificate setting forth details of the occurrence referred to therein and stating what actions Seller has taken or proposes to take with respect thereto): (i) promptly upon receipt by Seller of notice or knowledge of the occurrence of any Default or Event of Default; (ii) with respect to any Purchased Asset sold to Buyer hereunder, promptly following receipt of any unscheduled Principal Payment (in full or in part); [NEWYORK 3032673_23] (iii) with respect to any Purchased Asset sold to Buyer hereunder, promptly following receipt by Seller of notice or knowledge that the related Mortgaged Property has been materially damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as to materially and affect adversely the value of such Mortgaged Property; (iv) promptly upon receipt of notice by Seller or knowledge (A) any Purchased Asset that becomes a Defaulted Asset, (B) any lien or security interest (other than security interests created hereby) on, or claim asserted against, any Purchased Asset or, to Seller's acceptance hereof to the earlier of’s knowledge, the Closing Date underlying collateral therefor, or termination (C) any event or change in circumstances that has or could reasonably be expected to have a material and adverse effect on the Market Value of this Agreementa Purchased Asset; (v) promptly, Seller shall not do, suffer or permit or agree to do and in any event within ten (10) days after service of process on any of the following, give to Buyer notice of all litigation, actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened) or other legal or arbitrable proceedings directly affecting Seller or directly affecting any of the assets of Seller before any Governmental Authority that (A) questions or challenges the validity or enforceability of any of the Transaction Documents or any material action to be taken in connection with the transactions contemplated hereby, (B) makes a claim or claims in an aggregate amount greater than $500,000, (C) which, individually or in the aggregate, if adversely determined could reasonably be likely to have a Material Adverse Effect or (D) raises any lender licensee issues with respect to any Purchased Asset; (vi) promptly upon any transfer of any underlying Mortgaged Property or any direct or indirect equity interest in any Mortgagor of which Seller has knowledge, whether or not consent to such transfer is required under the applicable Purchased Asset Documents; and (vii) promptly, and in any event within ten (10) days after Seller or any of its ERISA Affiliates knows or has reason to know that any “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur in respect of a Plan that, individually or in the aggregate, either has resulted, or could reasonably be expected to result, in a Material Adverse Effect. (c) To the extent in the possession of Seller or otherwise available, Seller shall provide Buyer with copies of such documents as Buyer may reasonably request evidencing the truthfulness of the representations set forth in Section 10 hereof. (d) Seller shall defend the right, title and interest of Buyer in and to the Purchased Assets and any Hedging Transactions against, and take such other action as is necessary to remove, any liens, security interests, claims, encumbrances, charges and demands of all Persons thereon (other than security interests granted to Buyer hereunder), and take any such other action as is necessary to obtain or preserve a first priority perfected security interest in the Purchased Assets and any Hedging Transactions. (e) Seller will permit Buyer or its designated representative to inspect any of Seller’s records with respect to all or any portion of the Purchased Assets and the conduct and operation of its business related thereto at such reasonable times and with reasonable frequency requested by Buyer or its designated representative and to make copies of extracts of any and all thereof. (f) If any amount payable under or in connection with any of the Purchased Assets shall be or become evidenced by any promissory note, other instrument or chattel paper (as each of the foregoing is defined under the UCC), such note, instrument or chattel paper shall be immediately delivered to Buyer or [NEWYORK 3032673_23] its designee upon receipt by Seller, duly endorsed in a manner satisfactory to Buyer or if any collateral or other security shall subsequently be delivered to Seller in connection with any Purchased Asset, Seller shall immediately deliver or forward such item of collateral or other security to Buyer or its designee upon receipt by Seller, together with such instruments of assignment as Buyer may reasonably request. (g) Seller shall provide (or cause to be provided) to Buyer the following financial and reporting information: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of businessMonthly Statement; (ii) Except the Quarterly Report, together with all operating statements and occupancy information that Seller or Servicer has received relating to the Purchased Assets for the related fiscal quarter; (iii) Parent Guarantor’s Financial Covenant Compliance Certificate; (iv) within forty-five (45) days following the end of each of the first three quarters, and within ninety (90) days following the end of each fiscal year, as the case may be, an Officer’s Certificate of Seller in form and substance reasonably satisfactory to Buyer certifying, after due inquiry, to such officer’s knowledge, that during such fiscal quarter or year, as applicable, Seller has observed or performed all of its material covenants and other material agreements, and satisfied every material condition, contained in this Agreement and the other Transaction Documents to be observed, performed or satisfied by it, and that there has occurred no Event of Default and no event or circumstance has occurred that is reasonably likely to result in a Material Adverse Effect; (v) within ten (10) Business Days after Buyer’s request, such further information with respect to the operation of any Mortgaged Property, Purchased Asset, the financial affairs of Seller or Guarantor and any Plan and Multiemployer Plan as may be reasonably requested by Buyer, including all business plans prepared by or for Seller's execution of New Leases, as provided in Section 4.3(e), sell, encumber, or grant any interest to the extent in the Property in any form or manner whatsoever, possession of Seller or otherwise perform or permit any act which will diminish available; (vi) upon the request of Buyer no more often than annually, updated Appraisals of the Mortgaged Properties relating to the Purchased Assets, at Seller’s sole cost and expense; and (vii) within ten (10) Business Days after Buyer’s request, such other reports as Buyer shall reasonably request to the extent in the possession of Seller or otherwise affect Purchaser's interest available. Notwithstanding anything to the contrary contained in this Section 12 or otherwise in this Agreement, Seller’s failure to deliver any financial statements required pursuant to this Section 12(g) shall not constitute an Event of Default under this Agreement to the extent that such financial statements have been publicly posted on the official website of Guarantor or in its parent or appropriately filed with the Property, SEC. Seller shall promptly deliver electronic notice to Buyer after the posting of any financial statements required to be delivered hereunder to Guarantor’s website or which will prevent Seller's full performance the filing of its obligations hereundersame with the SEC together with a link to such posted or filed financial statements. (ch) From Seller shall at all times comply in all material respects with all laws (including, without limitation, Prescribed Laws), ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets, and Seller shall do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence and all licenses material to its business. [NEWYORK 3032673_23] (i) Seller agrees that, from time to time upon the date prior written request of Seller's acceptance hereof Buyer, Seller shall execute and deliver such further documents, provide such additional information and reports and perform such other acts as Buyer may reasonably request in order to insure compliance with all Prescribed Laws and to fully effectuate the earlier of the Closing Date or termination purposes of this Agreement; provided, upon reasonable advance notice from Purchaser (which notice however, that nothing herein shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires construed as requiring Buyer to conduct any environmental sampling inquiry or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing decreasing Seller’s responsibility for its statements, representations, warranties or sampling), Purchaser shall first provide Seller covenants hereunder. In order to enable Buyer and its respective Affiliates to comply with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller any anti-money laundering program and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, related responsibilities including, but not limited to, an environmental engineer any obligations under the Prescribed Laws and regulations thereunder, Seller on behalf of itself and its Affiliates makes the following representations and covenants to Buyer and its Affiliates: (A) that neither Seller, nor, any of its Affiliates, is a Prohibited Person and (B) Seller is not acting on behalf of or consultant on behalf of any Prohibited Person. Seller agrees to promptly notify Buyer or a person appointed by Buyer to administer their anti-money laundering program, if applicable, of any change in information affecting this Section 12(i) of which Seller has knowledge. (j) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (k) Seller shall advise Buyer in writing of the opening of any new chief executive office of Seller or the closing of any such office and of any change in Seller’s name or the places where the books and records pertaining to the Purchased Assets are held not less than ten (10) Business Days prior to taking any such action. (l) Seller shall pay when due all Transaction Costs. Seller shall pay and discharge all Taxes, levies, liens and other charges, if any, on its assets and on the Purchased Assets that, in each case, in any manner would create any lien or charge upon the Purchased Assets, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP. (m) Seller shall maintain its existence as a limited liability company organized solely and in good standing under the law of the State of Delaware and shall not dissolve, liquidate, merge with or into any other Person or otherwise change its organizational structure or documents or identity or incorporate or organize in any other jurisdiction. (n) Seller shall maintain all records with respect to the Purchased Assets and the conduct and operation of its business with no less a degree of prudence than if the Purchased Assets were held by Seller for its own account and will furnish Buyer, upon request by Buyer or its designated representative, with information reasonably obtainable by Seller with respect to the Purchased Assets and the conduct and operation of its business. (o) Seller shall provide Buyer with notice of each modification of any Purchased Asset Documents consented to by Seller (in connection including such modifications which do not constitute a Significant Modification). (p) Seller shall provide Buyer with reasonable access to operating statements, the occupancy status and other property level information, with respect to the Mortgaged Properties, plus any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's such additional reports as Buyer may reasonably request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition each case to the extent Purchaser in the possession of Seller or its Permittees have altered Servicer or damaged otherwise available. [NEWYORK 3032673_23] (q) Seller may propose, and Buyer will consider, but shall be under no obligation to approve, strategies for the Property in foreclosure or other realization upon the security for any mannerPurchased Asset that has become a Defaulted Asset. (dr) Seller shall notify Purchaser promptly if Seller becomes aware of not cause any transactions or occurrence prior Purchased Asset to the Closing Date which would make be serviced by any of the representations or warranties of Seller contained servicer other than a servicer expressly approved in Section 7.2 hereof not true in any material respectwriting by Buyer. (es) Any vacant rentable space in the Real Property will be placed into Rent Ready Condition which is defined to be that all walls are patched and freshly painted, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean condition. (f) If Seller agrees to cooperate with Purchaser's accountants (at no cost or expense to Seller) relative to the performance by said accountants of an audit of Seller's books and records relating to the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior become entitled to receive or shall receive any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for a Purchased Asset, or otherwise in respect thereof, Seller shall accept the Closing Date same as Buyer’s agent, hold the same in trust for Buyer and deliver the same forthwith to Buyer (or Custodian, as appropriate) in the exact form received, duly endorsed by written notice Seller to Seller whereupon Purchaser shall obtain a return Buyer if required, together with all related and necessary duly executed Transfer Documents to be held by Buyer hereunder as additional collateral security for the Transactions. If any sums of money or property so paid or distributed in respect of the Deposit and Purchased Assets shall be received by Seller, Seller shall reimburse Purchaser shall, until such money or property is paid or delivered to Buyer, hold such money or property in trust for Buyer, segregated from other funds of Seller, as additional collateral security for the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effectTransactions.

Affirmative Covenants of Seller. (a) SellerSeller shall promptly notify Buyer of any material adverse change in its business operations and/or financial condition; provided, at Seller's sole cost and expensehowever, that nothing in this Section 11 shall until the earlier of, the Closing Date or termination relieve Seller of this Agreement, keep and perform or cause to be performed in all material respects: (i) all its obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any provide Buyer with copies of such documents as Buyer may reasonably request evidencing the truthfulness of the following: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided representations set forth in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunder9. (c) From Seller (1) shall defend the date right, title and interest of Seller's acceptance hereof Buyer in and to the earlier Purchased Loans against, and take such other action as is necessary to remove, the Liens, security interests, claims and demands of the Closing Date all Persons (other than security interests by or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance through Buyer) and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representativesshall, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At SellerBuyer's request, any sampling or testing by Purchaser's environmental consultant shall be conducted take all action necessary to ensure that Buyer will have a first priority security interest in a manner so as the Purchased Loans subject to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain Transactions in the event such Transactions are recharacterized as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannersecured financings. (d) Seller shall notify Purchaser promptly if Seller becomes aware Buyer and the Depository of the occurrence of any transactions Default or occurrence prior Event of Default with respect to Seller as soon as possible but in no event later than the Closing Date which would make any second (2nd) Business Day after obtaining actual knowledge of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectsuch event. (e) Any vacant rentable space Seller shall promptly (and in any event not later than two (2) Business Days following receipt) deliver to Buyer (i) any notice of the Real Property will be placed into Rent Ready Condition which is defined occurrence of an event of default under or report received by or required to be that all walls are patched delivered by Seller pursuant to the Securitization Documents; (ii) any notice of transfer of servicing under the Securitization Documents and freshly painted, each space (iii) any other information with respect to the Purchased Loans as may be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean conditionreasonably requested by Buyer from time to time. (f) Seller will permit Buyer (at Buyer's cost) or its designated representative to inspect Seller's records with respect to the Purchased Loans and the conduct and operation of its business related thereto upon reasonable prior written notice from Buyer or its designated representative, at such reasonable times and with reasonable frequency, and to make copies of extracts of any and all thereof, subject to the terms of any confidentiality agreement between Buyer and Seller. (g) If Seller shall at any time become entitled to receive or shall receive any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for the Purchased Loans, or otherwise in respect thereof, Seller shall accept the same as Buyer's agent, hold the same in trust for Buyer and deliver the same forthwith to Buyer in the exact form received, duly endorsed by Seller to Buyer, if required, together with an undated bond power covering such certificate duly executed in blank to be held by Buyer hereunder as additional collateral security for the Transactions. If any sums of money or property so paid or distributed in respect of the Purchased Loans shall be received by Seller, Seller shall, until such money or property is paid or delivered to Buyer, hold such money or property for the benefit of Buyer, as additional collateral security for the Transactions. (h) At any time from time to time upon request of Buyer, at the sole expense of Seller, Seller will promptly and duly execute and deliver such further instruments and documents and take such further actions as Buyer may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement including the first priority security interest granted hereunder and of the rights and powers herein granted (including, among other things, filing such Uniform Commercial Code financing statements as Buyer may reasonably request). If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument, negotiable document, certificated security or chattel paper, such note, instrument, document, security or chattel paper shall be immediately delivered to Buyer, duly endorsed in a manner satisfactory to Buyer, to be held as Collateral pursuant to this Agreement, and the documents delivered in connection herewith. Seller hereby irrevocably authorizes Buyer at any time and from time to time to file in any filing office in any jurisdiction any initial financing statements and amendments thereto that (1) indicate the Collateral (i) as all Purchased Loans, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (2) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Seller is an organization, the type of organization and any organization identification number issued to Seller, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Seller agrees to cooperate with Purchaser's accountants (at no cost furnish any such information to Buyer promptly upon request. Seller also ratifies its authorization for Buyer to have filed in any jurisdiction any initial financing statements or expense to Seller) relative amendments thereto if filed prior to the performance by said accountants date hereof. (i) Seller shall provide Buyer with the following financial and reporting information: (i) Within 60 days after the last day of an audit the first three fiscal quarters in any fiscal year, Seller's unaudited consolidated statements of income and statements of changes in cash flow for such quarter and balance sheets as of the end of such quarter (which statements and balance sheets shall separately break out the statements of income and changes in cash flow and balance sheets of Seller), in each case presented in Seller's usual form as previously approved by Buyer; (ii) Within 120 days after the last day of its fiscal year, Seller's audited consolidated statements of income and statements of changes in cash flow for such year and balance sheets as of the end of such year (which statements and balance sheets shall separately break out the statements of income and changes in cash flow and balance sheets of Seller), in each case presented in Seller's usual form as previously approved by Buyer; (iii) Within 60 days after the last day of each calendar quarter in any fiscal year, an officer's certificate from Seller addressed to Buyer certifying that, as of such calendar month, (x) Seller is in compliance with all of the terms, conditions and requirements of this Agreement, and (y) no Event of Default exists; (iv) within 60 days after the last day of each calendar month in any fiscal year, any and all property level financial information with respect to the Purchased Loans that is in the possession of Seller or an Affiliate, or such other information as may be mutually determined and agreed upon in writing by both Buyer and Seller, including, without limitation, rent rolls and income statements; and (v) Within 20 days after each month end, a monthly reporting package containing all information set forth on Exhibit III attached hereto. (j) Seller shall at all times comply in all material respects with all laws, ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets and Seller shall do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business. (k) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (l) Seller shall observe, perform and satisfy all the terms, provisions, covenants and conditions required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. Seller shall pay and discharge all taxes, levies, liens and other charges on its assets and on the Purchased Loans that, in each case, in any manner would create any lien or charge upon the Purchased Loans, except for any such taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP. (m) Seller shall advise Buyer in writing of the opening of any new chief executive office or the closing of any such office and of any change in Seller's name or the places where the books and records relating pertaining to the Property. If Purchaser's auditors shall request Purchased Loans are held not less than fifteen (15) Business Days prior to taking any such action. (n) Seller to execute a representation letter addressed will maintain records with respect to the auditors and Seller Purchased Loans and the auditors cannot agree conduct and operation of its business with no less a degree of prudence than if the Purchased Loans were held by Seller for its own account and will furnish Buyer, upon request by Buyer or its designated representative, with information reasonably obtainable by Seller with respect to the Purchased Loans and the conduct and operation of its business. (o) Seller shall provide Buyer with access to operating statements, the occupancy status and other property level information, with respect to the Properties, plus any such additional reports as Buyer may reasonably request. (p) Seller hereby covenants and agrees that all interest and original issue discount received or accrued with respect to the Purchased Loans shall be treated as portfolio interest within the meaning of Sections 871(h) and 881(c) of the Internal Revenue Code, as amended, and no amount will be required to be deducted from any remittance on the content thereof, Purchaser may terminate this Agreement at Purchased Loans on account of withholding tax or otherwise. (q) Seller shall notify Buyer in writing of any time proposed extension or material modification of any Purchased Loan not less than ten (10) Business Days prior to the Closing Date by written notice taking any such action and shall reasonably provide Buyer with any documentation required for such Purchased Loan to Seller whereupon Purchaser shall obtain a return of the Deposit and be modified or extended after any such action has been taken. (r) Seller shall reimburse Purchaser pay all reasonable and actually incurred expenses (including the reasonable fees and expenses of counsel to Buyer) of Buyer in connection with the negotiation and documentation of this Agreement. (s) Seller shall be solely responsible for the actual costs fees and expenses of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effectCustodian.

Affirmative Covenants of Seller. (a) Seller, at Seller's sole cost and expense, shall until the earlier of, of the Closing Date or termination of this Agreement, keep and perform or cause to be performed in all material respects: (i) all obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From the date of Seller's acceptance hereof to the earlier of, of the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any of the following: (i) Enter into any transaction in respect to or affecting the Proper Property out of the ordinary course of business; (ii) Except for Seller's execution of New new Leases, as provided in Section Paragraph 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations obligation hereunder. (c) From the date of Seller's acceptance hereof to the earlier of the Closing Date or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If In no event shall Purchaser desires to conduct make any environmental sampling intrusive physical testing (environmental, structural or testing otherwise) at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing such as soil borings, water samplings or samplingthe like) without Seller's prior written consent (and shall in all events promptly return the Property to its prior condition and repair thereafter), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with win this Section Paragraph 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, tenants and employees ("Indemnified Parties") harmless from any expense, loss, liability, suit, action action, judgment, or claim (including, without limitation, any mechanics' liens lien which may be filed against the Property) which any of the indemnified parties Indemnified Parties may incur, suffer or sustain as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section Paragraph 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will shall deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), ) the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any manner. (d) Seller shall notify Purchaser promptly if Seller becomes aware of any transactions transaction or occurrence prior to the Closing Date which would make any of the representations or warranties of Seller contained in Section 7.2 Paragraph hereof not true in any material respect. (e) Any vacant rentable space in the Real Property will be placed into Rent Ready Condition Condition, which is defined to be that all walls are patched and freshly painted, each space to be demised has a fully-fully fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean condition. (f) Seller agrees to cooperate with Purchaser's accountants and auditors (at no cost or expense to Seller) relative to the performance by said accountants of an audit of Seller's books and records relating solely to the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors and said letter is in the form and substance as the audit letter attached hereto as Exhibit I, Seller shall execute such representation letter and return it to the auditors cannot agree on with a copy to Purchaser's attorneys within the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to Seller whereupon Purchaser shall obtain prescribed in said representation letter. If no time is set forth for a return of the Deposit representation letter, said letter shall be executed and return within five (5) days of its receipt by Seller. (g) Seller shall reimburse Purchaser for keep the actual costs Bond Financing and First Note current and free from default from and after the execution of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effectto Closing.

Affirmative Covenants of Seller. (a) SellerSeller shall promptly (and in any event within two (2) Business Days of obtaining knowledge thereof) notify Buyer of any Material Adverse Change; provided, at Seller's sole cost and expensehowever, that such notice shall until the earlier of, the Closing Date or termination not relieve Seller of this Agreement, keep and perform or cause to be performed in all material respects: (i) all its other obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From Seller shall provide Buyer with copies of such documents as Buyer may reasonably request evidencing the date truthfulness of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreementrepresentations set forth in Section 10; provided that, Seller shall not do, suffer be required to disclose (x) information regarding any direct or permit indirect shareholders of public shareholders of REIT or agree to do any holders of Capital Stock of less than twenty percent (20%) of the following: (i) Enter into any transaction in respect to Capital Stock of Seller, Pledgor or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided in Section 4.3(e), sell, encumberGuarantor, or grant (y) to the extent disclosing the same would violate any interest confidentiality obligations of Seller, Pledgor, Guarantor or REIT. Nothing contained in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Propertyany Program Document (including this Section 12(b)) shall require Seller, Guarantor or which will prevent Seller's full performance any Affiliate of Seller or Guarantor to provide Buyer with copies of its obligations hereundertax returns. (c) From Seller (i) shall defend the date right, title and interest of Seller's acceptance hereof Buyer in and to the earlier Collateral against, and take such other action as is necessary to remove, all Liens, security interests, claims and demands of the Closing Date or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property Persons (other than a customary Phase 1 Environmental Report which involves no intrusive testing security interests by or sampling)through Buyer, Purchaser shall first provide Seller with Permitted Liens and Title Exceptions) against the proposed study plan therefor Purchased Assets or Collateral and ("Plan"). The Plan is subject ii) shall, at Buyer’s request, take all action necessary to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees ensure that Seller may Buyer will have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (first priority security interest in connection with any environmental sampling or testing conducted by Purchaser the Purchased Assets in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so the event such Transactions are recharacterized as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannersecured financings. (d) Seller shall notify Purchaser promptly if Seller becomes aware Buyer of the occurrence of any transactions Default or occurrence prior Event of Default in each case of which Seller has actual knowledge (and the steps, if any, being taken to the Closing Date which would make any remedy it) as soon as possible but in no event later than two (2) Business Days after obtaining actual knowledge of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectsuch event. (e) Any vacant rentable space Seller shall promptly (and in any event not later than two (2) Business Days following receipt or knowledge) deliver or cause Servicer to deliver to Buyer (i) any notice of the occurrence of an event of default (beyond all applicable notice and cure periods) under any Purchased Asset Document (it being understood that Seller shall consult with Buyer with respect to any remedies Seller intends to pursue in connection with any such event of default prior to or concurrently with pursuing such remedies, except to the extent that any such remedy needs, in the Real Property will be placed into Rent Ready Condition which is defined reasonable commercial judgement of Seller, to be exercised immediately or in an emergency situation), in which case Seller shall give Buyer notice thereof promptly thereafter and in no event later than two (2) Business Days thereafter, (ii) notice of the occurrence of any event that all walls are patched results in a Purchased Asset becoming a Mandatory Repurchase Asset, (iii) notice of the occurrence of any event that results in a Purchased Asset no longer being an Eligible Asset, (iv) notice of the occurrence of any Credit Event and freshly painted, each space (v) any other information with respect to any Purchased Asset as may be demised has a fully-fixtured reasonably requested by Buyer from time to time and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean conditionwithin Seller’s possession. (f) Seller agrees to cooperate with Purchaser's accountants will permit Buyer or its designated representative (at no cost accompanied by Seller or expense to a representative of Seller) relative to inspect Seller’s records with respect to the performance by said accountants Collateral and the conduct and operation of its business related thereto upon reasonable prior written notice from Buyer (but no less than fifteen (15) Business Days prior notice) or its designated representative, at such reasonable times and with reasonable frequency (not to exceed once per calendar year absent the continuance of an audit Event of Default), and to make copies of extracts of any and all thereof, subject to the terms of any confidentiality agreement between Buyer and Seller and Requirements of Law, and if no such confidentiality agreement then exists between Buyer and Seller's books , Buyer and records Seller shall act in accordance with customary market standards regarding confidentiality and Requirements of Law. Buyer shall act in a commercially reasonable manner in requesting and conducting any inspection relating to the Propertyconduct and operation of Seller’s business. (g) At any time upon the reasonable request of Buyer, at the sole expense of Seller, Seller will promptly and duly execute and deliver to Buyer such further instruments and documents and take such further actions as Buyer may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement including the first priority security interest granted hereunder and of the rights and powers herein granted (including, among other things, filing such UCC financing statements as Buyer may request). If Purchaser's auditors any amount payable under or in connection with any of the Collateral shall request be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be promptly, and in any event within two (2) Business Days, delivered to Buyer, duly endorsed in a manner satisfactory to Buyer, to be held as Collateral pursuant to this Agreement, and the documents delivered in connection herewith. (h) Seller (or Servicer on its behalf) shall provide Buyer with the following financial and reporting information: (i) Within sixty (60) days after the last day of each of the first three (3) calendar quarters in any fiscal year of Guarantor, Guarantor’s consolidated and unaudited balance sheet and income statement as of the end of such calendar quarter, in each case presented fairly in accordance with GAAP (subject to execute normal year-end audit adjustments) and accompanied by a representation letter addressed compliance certificate in the form of Exhibit E hereto; provided that Seller shall not be required to separately deliver the foregoing if such financial reporting has been posted to the auditors REIT’s publicly available website at xxx.XXXXxxx.xxx/xxxxxxxx-xxxxxxxxx/xxx-xxxxxxx; (ii) Within ninety (90) days after the last day of its fiscal year: (A) the consolidated balance sheet and statement of equity of the REIT combined, which shall incorporate its consolidated Subsidiaries (including Seller and Guarantor) as at the auditors canend of such fiscal year, and the related combined consolidated statements of operations and cash flows for REIT which shall incorporate such consolidated Subsidiaries, in each case, audited by an independent certified public accountant of recognized national standing, which opinion shall not agree on be qualified as to scope of audit or “going concern”, presented fairly in accordance with GAAP and accompanied by a compliance certificate in the content thereofform of Exhibit E hereto; provided that Seller shall not be required to separately deliver the foregoing if such financial reporting has been posted to the REIT’s publicly available website at xxx.XXXXxxx.xxx/xxxxxxxx-xxxxxxxxx/xxx-xxxxxxx; and (B) an unaudited consolidated balance sheet and income statement of the Guarantor as at the end of such fiscal year, Purchaser may terminate certified by the chief executive officer, chief financial officer, treasurer or controller of Guarantor as fairly presenting the financial condition, results of operations, of the Guarantor in accordance with GAAP as at the end of, and for, such period. (iii) Within sixty (60) days after the last day of each calendar quarter in any fiscal year, any and all (a) written information or reports with respect to the Purchased Assets and (b) operating statements, financial statements and occupancy status reports with respect to the Purchased Assets, in each case with respect to clause (a) and clause (b), delivered to and received by Seller from Mortgagor or any underling guarantor pursuant to the terms of the Purchased Asset Documents (including without limitation quarterly reports, sponsor’s business plan and any capex plan); provided that Seller’s obligation to deliver the foregoing information shall be deemed satisfied so long as Buyer has access to Seller’s “box site” or other electronic dataroom where such information is posted by Seller and Servicer; (iv) Within thirty (30) calendar days of Buyer’s request (or forty-five (45) calendar days in the case that the related Mortgaged Property is a portfolio of properties), (A) not more frequently than once per year in the normal course, (B) upon the occurrence of a Credit Event and (C) in connection with the cure of a Cash Sweep Period Trigger Event, a new Appraisal with respect to the Mortgaged Property relating to the Purchased Asset subject to the event, in each case, at Seller’s expense; provided, that if Seller shall fail to deliver any new Appraisal pursuant to this Agreement Section 12(h)(iv), following Buyer’s request, Buyer shall have the right to obtain such Appraisal at Seller’s expense; provided further that Seller shall only be responsible for the cost and expense of any time Appraisal ordered or requested by Buyer pursuant to and in accordance with this clause (iv) and, for the avoidance of doubt, any Appraisal provided to Buyer in connection with Buyer’s diligence prior to the Closing Date by written notice related Purchase Date. (v) On the Servicer Remittance Date, the Remittance Report (in the form attached as Exhibit D to Seller whereupon Purchaser shall obtain a return of the Deposit Servicer Notice and Seller shall reimburse Purchaser for the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effect.Acknowledgment); (vi) [reserved]; and

Affirmative Covenants of Seller. (a) SellerSeller shall promptly notify Purchaser of any material adverse change in its business operations and/or financial condition; provided, at Seller's sole cost and expensehowever, that nothing in this Article 11 shall until the earlier of, the Closing Date or termination relieve Seller of this Agreement, keep and perform or cause to be performed in all material respects: (i) all its obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any provide Purchaser with copies of such documents as Purchaser may request evidencing the truthfulness of the following: (i) Enter into any transaction representations set forth in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunderArticle 9. (c) From Seller shall (1) defend the date right, title and interest of Seller's acceptance hereof Purchaser in and to the earlier Collateral and Purchased Items against, and take such other action as is necessary to remove, the Liens, security interests, claims and demands of the Closing Date all Persons (other than security interests by or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance through Purchaser) and shall be two (2) business days at Purchaser’s reasonable request, take all action Purchaser deems necessary or desirable to ensure that Purchaser will have a first priority security interest in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects Purchased Assets and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is Collateral subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain Transactions in the event such Transactions are recharacterized as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannersecured financings. (d) Seller shall notify Purchaser promptly if Seller becomes aware Purchaser, the Account Bank, the Servicer and the Account Custodian of the occurrence of any transactions Default or occurrence prior Event of Default with respect to Seller as soon as possible but in no event later than the Closing Date which would make any immediately succeeding Business Day after obtaining actual knowledge of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectsuch event. (e) Any vacant rentable space Seller shall promptly (and in any event not later than two (2) Business Days following receipt) deliver to Purchaser: (i) any notice of the Real Property will be placed into Rent Ready Condition which is defined to be that all walls are patched and freshly paintedoccurrence of an event of default under, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operableor report received by Seller pursuant to, the ceiling is completed Purchased Asset Documents; (ii) any notice of transfer of servicing under the Purchased Asset Documents; (iii) any request, notice or other relevant information that relates to a Major Decision hereunder; and (iv) any other information with acoustical tile respect to the Purchased Assets that may be reasonably requested by Purchaser from time to time. Seller shall promptly (and standard fluorescent lighting in any event not later than two (2) Business Days after knowledge thereof), notify Purchaser: (i) of any default or event of default under any Purchased Asset; (ii) any default or event of default (or similar event) on the part of Seller, Servicer or Guarantor under any Indebtedness or other contractual obligations; and (iii) of the floor is commencement of, settlement of or judgment in broom-clean conditionany litigation, action, suit, arbitration, investigation or other legal or arbitrable proceeding involving the Seller, the Servicer or the Guarantor. (f) Subject to Article 26 hereof, Seller agrees will permit Purchaser or its designated agents or representative to cooperate inspect Seller’s records with Purchaser's accountants (at no cost or expense to Seller) relative respect to the performance by said accountants Collateral and the Purchased Items and the conduct and operation of an audit its business related thereto upon reasonable prior written notice from Purchaser or its designated representative, during normal business hours and at such reasonable times, and to make copies of Seller's books extracts of any and records relating all thereof, subject to the Property. terms of any confidentiality agreement between Purchaser and Seller. (g) If Purchaser's auditors Seller shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior become entitled to receive or shall receive any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for a Purchased Asset, or otherwise in respect thereof, Seller shall accept the same as Purchaser’s agent, hold the same in trust for Purchaser and deliver the same forthwith to Purchaser (or the Custodian, as appropriate) in the exact form received, duly endorsed by Seller to Purchaser, if required, together with an undated bond power covering such certificate duly executed in blank to be held by Purchaser hereunder as additional collateral security for the Transactions. If any sums of money or property so paid or distributed in respect of the Purchased Assets shall be received by Seller, Seller shall, until such money or property is paid or delivered to Purchaser, hold such money or property in trust for Purchaser, segregated from other funds of Seller, as additional collateral security for the Transactions. (h) At any time from time to time upon the reasonable request of Purchaser, at the sole expense of Seller, Seller will promptly and duly execute and deliver such further instruments and documents and take such further actions as Purchaser may deem reasonably necessary to (i) obtain or preserve the security interest granted hereunder, (ii) ensure that such security interest remains fully perfected at all times and remains at all times first in priority as against all other creditors of Seller (whether or not existing as of the Closing Date, the A&R Closing Date or in the future) and (iii) obtain or preserve the rights and powers herein granted (including, among other things, filing such UCC financing statements as Purchaser may request). If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument or certificated security, such note, instrument or certificated security shall be promptly delivered to Purchaser, duly endorsed in a manner reasonably satisfactory to Purchaser, to be itself held as Collateral pursuant to the Closing Date by written notice to Seller whereupon Purchaser shall obtain a return of the Deposit and Transaction Documents. (i) Seller shall reimburse provide, or to cause to be provided, to Purchaser for the actual costs of Purchaser's appraisal following financial and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effect.reporting information:

Affirmative Covenants of Seller. (a) SellerSeller shall promptly notify Buyer of any material adverse change in its business operations and/or financial condition; provided, at Seller's sole cost and expensehowever, that nothing in this Section 11 shall until the earlier of, the Closing Date or termination relieve Seller of this Agreement, keep and perform or cause to be performed in all material respects: (i) all its obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From Seller shall provide Buyer with copies of such documents as Buyer may request evidencing the date truthfulness of Seller's acceptance hereof the representations set forth in Section 9. (c) Seller (1) shall defend the right, title and interest of Buyer in and to the earlier Collateral against, and take such other action as is necessary to remove, the Liens, security interests, claims and demands of all Persons (other than security interests by or through Buyer) and (2) shall, at Buyer’s request, take all action necessary to ensure that Buyer will have a first priority security interest in the Purchased Loans subject to any of the Transactions in the event such Transactions are recharacterized as secured financings. (d) Seller shall notify Buyer and the Depository of the occurrence of any Default or Event of Default with respect to Seller as soon as possible but in no event later than the second (2nd) Business Day after obtaining actual knowledge of such event. (e) Seller shall not (and shall not suffer or permit Sponsor or any other Person to) (1) surrender, terminate, modify or amend any Pledged Funding Commitment in any material respect, or otherwise consent to the assignment of any of the rights or obligations under any Pledged Funding Commitment, (2) enter into any additional Pledged Funding Commitment or (3) otherwise add or admit any new or replacement Funding Investor to Sponsor, in each instance, without the prior written consent of Buyer, approved in writing by Buyer in its reasonable discretion, exercised in good faith and not unreasonably withheld, delayed or conditioned, if in connection with the implementation of, and in satisfaction of, the Closing Date Pledge Adjustment Provisions. (f) With respect to each Purchased Loan, Seller shall (1) maintain a hedging strategy approved by Buyer, upon request of Buyer, (2) provide evidence of such strategy, (3) implement such hedging strategy by entering into Hedging Transactions acceptable to Buyer, and (4) unless such requirement is expressly waived by Buyer with respect to a particular Hedging Transaction relating to any Purchased Loans in the related Confirmation for the Transaction by which Buyer purchased the same, assign and transfer to Buyer all Seller’s right, title and interest in such Hedging Transactions and obtain a written consent and agreement of each counterparty to such Hedging Transactions in form and substance satisfactory to Buyer, including an agreement on the part of each counterparty that no amendment, modification or termination (other than by expiration of the applicable terms thereof) of such Hedging Transactions shall occur without the Buyer’s written consent, that Buyer shall have no liability under such Hedging Transactions and that all payments made by each such counterparty pursuant to such Hedging Transactions shall be made to or at the direction of Buyer. (g) Seller shall promptly (and in any event not later than three (3) Business Days following receipt) deliver to Buyer any other information with respect to the Purchased Loans as may be reasonably requested by Buyer from time to time. (h) Seller will permit Buyer or its designated representative to inspect Seller’s records with respect to the Collateral and the conduct and operation of its business related thereto upon reasonable prior written notice from Buyer or its designated representative, at such reasonable times during normal business hours and with reasonable frequency, and to make copies of extracts of any and all thereof. (i) If Seller shall at any time become entitled to receive or shall receive any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for the Purchased Loans, or otherwise in respect thereof, Seller shall accept the same as Buyer’s agent, hold the same in trust for Buyer and deliver the same forthwith to Buyer in the exact form received, duly endorsed by Seller to Buyer, if required, together with an undated bond power covering such certificate duly executed in blank to be held by Buyer hereunder as additional collateral security for the Transactions. If any sums of money or property so paid or distributed in respect of the Portfolio Loans shall be received by Seller, Seller shall, until such money or property is paid or delivered to Buyer, hold such money or property in trust for Buyer, segregated from other funds of Seller, as additional collateral security for the Transactions. (j) At any time from time to time upon the reasonable request of Buyer, at the reasonable expense of Seller, Seller will promptly and duly execute and deliver such further instruments and documents and take such further actions as Buyer may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement including the first priority security interest granted hereunder and of the rights and powers herein granted (including, among other things, filing such Uniform Commercial Code financing statements as Buyer may reasonably request). If any amount payable under or in connection with any of the Collateral shall be or become evidenced by any promissory note, other instrument, negotiable document, certificated security or chattel paper, such note, instrument, document, security or chattel paper shall be immediately delivered to Buyer, duly endorsed in a manner satisfactory to Buyer, to be held as Collateral pursuant to this Agreement, and the documents delivered in connection herewith. Seller hereby irrevocably authorizes Buyer at any time and from time to time to file in any filing office in any jurisdiction any initial financing statements and amendments thereto that (1) indicate the Collateral (i) as all assets of Seller or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9 of the UCC or such jurisdiction, or (ii) as being of an equal or lesser scope or with greater detail, and (2) contain any other information required by part 5 of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (i) whether Seller is an organization, the type of organization and any organization identification number issued to Seller, and (ii) in the case of a financing statement filed as a fixture filing or indicating Collateral as as-extracted collateral or timber to be cut, a sufficient description of real property to which the Collateral relates. Seller agrees to furnish any such information to Buyer promptly upon reasonable request. Seller also ratifies its authorization for Buyer to have filed in any jurisdiction any initial financing statements or amendments thereto if filed prior to the date hereof. (k) Seller shall not do, suffer or permit or agree to do any of provide Buyer with the followingfollowing financial and reporting information: (i) Enter into any transaction Within 45 days after the last day of each calendar quarter, Seller’s and Sponsor’s unaudited consolidated statements of income and statements of changes in respect to or affecting the Proper out cash flow for such quarter and balance sheets as of the ordinary course end of businesssuch quarter (which statements and balance sheets shall separately break out the statements of income and changes in cash flow and balance sheets of the Seller and Sponsor), and be accompanied by Seller’s calculations, with such supporting information as Buyer shall reasonably require, of Sponsor’s Consolidated Net Worth and Liquid Net Worth), in each case presented fairly in accordance with GAAP and certified as being true and correct by an officer’s certificate; (ii) Except Within 120 days after the last day of its fiscal year, Seller’s and Sponsor’s audited consolidated statements of income and statements of changes in cash flow for Seller's execution such year and balance sheets as of New Leasesthe end of such year (which statements and balance sheets shall separately break out the statements of income and changes in cash flow and balance sheets of the Seller and Sponsor), in each case presented fairly in accordance with GAAP, and accompanied, in all cases, by an unqualified report of a nationally recognized independent certified public accounting firm consented to by Buyer; (iii) Within 45 days after the last day of each calendar quarter, an officer’s certificate from Seller addressed to Buyer certifying that, as provided of such calendar month, (x) Seller is in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunder. (c) From the date of Seller's acceptance hereof to the earlier compliance with all of the Closing Date or termination terms, conditions and requirements of this Agreement, and (y) no Event of Default exists; (iv) within 45 days after the last day of each calendar quarter, any and all property level financial information with respect to the Purchased Loans that is in the possession or control of Seller or an Affiliate, or such other information as may be mutually determined and agreed upon reasonable advance notice from Purchaser in writing by both Buyer and Seller, including, without limitation, rent rolls and income statements; and (v) Within 15 days after each month end, a monthly reporting package containing all information set forth on Exhibit III attached hereto. (l) Seller shall at all times comply in all material respects with all laws, ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets and Seller shall do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business. (m) Seller shall at all times keep proper books of records and accounts in which notice full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (n) Seller shall observe, perform and satisfy all the terms, provisions, covenants and conditions required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. Seller shall pay and discharge all taxes, levies, liens and other charges on its assets and on the Collateral that, in each case, in any manner would create any lien or charge upon the Collateral, except for any such taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP. (o) Seller shall advise Buyer in writing of the opening of any new chief executive office or the closing of any such office and of any change in Seller’s name or the places where the books and records pertaining to the Purchased Loans are held not less than one fifteen (15) Business Days prior to taking any such action. (p) Seller will maintain records with respect to the Collateral and the conduct and operation of its business day in advance with no less a degree of prudence than if the Collateral were held by Seller for its own account and shall be two will furnish Buyer, upon request by Buyer or its designated representative, with information reasonably obtainable by Seller with respect to the Collateral and the conduct and operation of its business. (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvementsq) Seller shall permit representativescause Sponsor to perform in all material respects as and when due each and all of its obligations under the Pledged Funding Commitments in accordance with the terms thereof, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser shall use commercially reasonable efforts to enforce the obligations of the Funding Investors and other parties to the Sponsor LP Agreement and the other Pledged Funding Commitments to the end that Sponsor and any Seller (collectively "Permittees"and Buyer pursuant to the Pledge Agreement) may enjoy all the rights and benefit of the Pledged Funding Commitments. (r) Seller shall provide Buyer with access to operating statements, the occupancy status and entry upon the Property to examineother property level information, inspect, measure and test the Property and access with respect to the office Mortgaged Properties, plus any such additional reports as Buyer may reasonably request. (s) Seller hereby covenants and agrees that all interest and original issue discount received or accrued with respect to the Purchased Loans shall be treated as portfolio interest within the meaning of Sections 871(h) and 881(c) of the Internal Revenue Code, as amended, and no amount will be required to be deducted from any remittance on the Purchased Loans on account of withholding tax or otherwise. (t) Seller covenants and agrees that none of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to Sponsor knowingly: (i) conduct any environmental sampling business, nor engage in any transaction or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling)dealing, Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testingProhibited Person, including, but not limited to, an environmental engineer the making or consultant designated by Seller (in connection with receiving of any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's requestcontribution of funds, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgmentgoods, or claim services, to or for the benefit of a Prohibited Person; or (includingii) engage in or conspire to engage in any transaction that evades or avoids, without limitationor has the purpose of evading or avoiding, any mechanics' liens which may be filed against the Property) which or attempts to violate, any of the indemnified parties may suffer or sustain as a result of the exercise by Purchaser of its rights prohibitions set forth in EO13224. Seller further covenants and agrees to deliver (and that of its Permitteesfrom time to time) to enter upon the Property Buyer any such certification or the office other evidence as may be requested by Lender in its reasonable business discretion, exercised in good faith, confirming that: (i) neither Seller nor Sponsor, nor any of their respective officers, directors, partners or members, is an entity or person (or to Seller’s or Sponsor’s knowledge, owned or controlled by an entity or person) which is a Prohibited Person; and (ii) none of Seller pursuant or Sponsor has to this Section 7.1(c). Prior to its knowledge engaged in any such entrybusiness transaction or dealings with a Prohibited Person, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of including, but not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored)limited to, the Property to its former condition to the extent Purchaser making or its Permittees have altered or damaged the Property in any manner. (d) Seller shall notify Purchaser promptly if Seller becomes aware receiving of any transactions contribution of funds, goods, or occurrence prior services, to the Closing Date which would make any of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respect. (e) Any vacant rentable space in the Real Property will be placed into Rent Ready Condition which is defined to be that all walls are patched and freshly painted, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean condition. (f) Seller agrees to cooperate with Purchaser's accountants (at no cost or expense to Seller) relative to the performance by said accountants of an audit of Seller's books and records relating to the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to Seller whereupon Purchaser shall obtain a return of the Deposit and Seller shall reimburse Purchaser for the actual costs benefit of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effectProhibited Person.

Affirmative Covenants of Seller. On and as of the date of this Agreement and each Purchase Date and at all times while this Agreement and any Transaction thereunder is in effect or any Repurchase Obligations remain outstanding: (a) Seller, at Seller's sole cost and expense, Seller shall until the earlier of, the Closing Date or termination promptly notify Buyer of this Agreement, keep and perform or cause any event and/or condition that is likely to be performed in all material respects: (i) all obligations have a Material Adverse Effect of the lessor under the Leases, and (ii) all obligations of which Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreementhas knowledge. (b) From Seller shall give notice to Buyer of the date following (together with details of the occurrence referred to therein and stating what actions Seller has taken or proposes to take with respect thereto): (i) promptly upon receipt by Seller of notice or knowledge of the occurrence of any Default or Event of Default; (ii) with respect to any Purchased Asset sold to Buyer hereunder, promptly following receipt of any unscheduled Principal Payment (in full or in part); (iii) with respect to any Purchased Asset sold to Buyer hereunder, promptly following receipt by Seller of notice or knowledge that the related Mortgaged Property has been materially damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as to materially and affect adversely the value of such Mortgaged Property; (iv) promptly upon receipt of notice by Seller or knowledge of (A) any Purchased Asset that becomes a Defaulted Asset, (B) any lien or security interest (other than security interests created hereby) on, or claim asserted against, any Purchased Asset or, to Seller's acceptance hereof to the earlier of’s knowledge, the Closing Date underlying collateral therefor, or termination (C) any event or change in circumstances that has or could reasonably be expected to have a material and adverse effect on the Market Value of this Agreementa Purchased Asset; (v) promptly, Seller shall not do, suffer or permit or agree to do and in any event within ten (10) days after service of process on any of the following, give to Buyer notice of all litigation, actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened) or other legal or arbitrable proceedings directly affecting Seller or directly affecting any of the assets of Seller before any Governmental Authority that (A) questions or challenges the validity or enforceability of any of the Transaction Documents or any material action to be taken in connection with the transactions contemplated hereby, (B) makes a claim or claims in an aggregate amount greater than $500,000 (or the equivalent thereof in any other currency based on the Spot Rate), (C) which, individually or in the aggregate, if adversely determined could reasonably be likely to have a Material Adverse Effect or (D) raises any lender licensee issues with respect to any Purchased Asset; (vi) promptly upon any transfer of any underlying Mortgaged Property or any direct or indirect equity interest in any Mortgagor of which Seller has knowledge, whether or not consent to such transfer is required under the applicable Purchased Asset Documents; and (vii) promptly, and in any event within ten (10) days after Seller or any of its ERISA Affiliates knows or has reason to know that any “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur in respect of a Plan that, individually or in the aggregate, either has resulted, or could reasonably be expected to result, in a Material Adverse Effect. (c) To the extent in the possession of Seller or otherwise available, Seller shall provide Buyer with copies of such documents as Buyer may reasonably request evidencing the truthfulness of the representations set forth in Section 10 hereof. (d) Seller shall defend the right, title and interest of Buyer in and to the Purchased Assets and any Hedging Transactions against, and take such other action as is necessary to remove, any liens, security interests, claims, encumbrances, charges and demands of all Persons thereon (other than security interests granted to Buyer hereunder), and take any such other action as is necessary to obtain or preserve a first priority perfected security interest in the Purchased Assets and any Hedging Transactions. (e) Seller will permit Buyer or its designated representative to inspect any of Seller’s records with respect to all or any portion of the Purchased Assets and the conduct and operation of its business related thereto at such reasonable times and with reasonable frequency requested by Buyer or its designated representative and to make copies of extracts of any and all thereof. (f) If any amount payable under or in connection with any of the Purchased Assets shall be or become evidenced by any promissory note, other instrument or chattel paper (as each of the foregoing is defined under the UCC), or the equivalent thereof in any non-U.S. jurisdiction, such note, instrument or chattel paper shall be immediately delivered to Buyer or its designee upon receipt by Seller, duly endorsed in a manner satisfactory to Buyer or if any collateral or other security shall subsequently be delivered to Seller in connection with any Purchased Asset, Seller shall immediately deliver or forward such item of collateral or other security to Buyer or its designee upon receipt by Seller, together with such instruments of assignment as Buyer may reasonably request. (g) Seller shall provide (or cause to be provided) to Buyer the following financial and reporting information: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of businessMonthly Statement; (ii) Except the Quarterly Report, together with all operating statements and occupancy information that Seller or Servicer has received relating to the Purchased Assets for the related fiscal quarter; (iii) Guarantor’s Financial Covenant Compliance Certificate; (iv) within forty-five (45) days following the end of each of the first three quarters, and within ninety (90) days following the end of each fiscal year, as the case may be, an Officer’s Certificate of Seller in form and substance reasonably satisfactory to Buyer certifying, after due inquiry, to such officer’s knowledge, that, except as otherwise disclosed therein, during such fiscal quarter or year, as applicable, Seller has observed or performed all of its material covenants and other material agreements, and satisfied every material condition, contained in this Agreement and the other Transaction Documents to be observed, performed or satisfied by it, and that there has occurred no Event of Default and no event or circumstance has occurred that is reasonably likely to result in a Material Adverse Effect; (v) within ten (10) Business Days after Buyer’s request, such further information with respect to the operation of any Mortgaged Property, Purchased Asset, the financial affairs of Seller or Guarantor and any Plan and Multiemployer Plan as may be reasonably requested by Buyer, including all business plans prepared by or for Seller's execution of New Leases, as provided in Section 4.3(e), sell, encumber, or grant any interest to the extent in the Property in any form or manner whatsoever, possession of Seller or otherwise perform or permit any act which will diminish available; (vi) upon the request of Buyer no more often than annually, updated Appraisals of the Mortgaged Properties relating to the Purchased Assets, at Seller’s sole cost and expense; and (vii) within ten (10) Business Days after Buyer’s request, such other reports as Buyer shall reasonably request to the extent in the possession of Seller or otherwise affect Purchaser's interest available. Notwithstanding anything to the contrary contained in this Section 12 or otherwise in this Agreement, Seller’s failure to deliver any financial statements required pursuant to this Section 12(g) shall not constitute an Event of Default under this Agreement to the extent that such financial statements have been publicly posted on the official website of Guarantor or in its parent or appropriately filed with the Property, SEC. Seller shall promptly deliver electronic notice to Buyer after the posting of any financial statements required to be delivered hereunder to Guarantor’s website or which will prevent Seller's full performance the filing of its obligations hereundersame with the SEC together with a link to such posted or filed financial statements. (ch) From Seller shall at all times comply in all material respects with all laws (including, without limitation, Prescribed Laws), ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets, and Seller shall do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence and all licenses material to its business. (i) Seller agrees that, from time to time upon the date prior written request of Seller's acceptance hereof Buyer, Seller shall execute and deliver such further documents, provide such additional information and reports and perform such other acts as Buyer may reasonably request in order to insure compliance with all Prescribed Laws and to fully effectuate the earlier of the Closing Date or termination purposes of this Agreement; provided, upon reasonable advance notice from Purchaser (which notice however, that nothing herein shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires construed as requiring Buyer to conduct any environmental sampling inquiry or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing decreasing Seller’s responsibility for its statements, representations, warranties or sampling), Purchaser shall first provide Seller covenants hereunder. In order to enable Buyer and its respective Affiliates to comply with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller any anti-money laundering program and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, related responsibilities including, but not limited to, an environmental engineer any obligations under the Prescribed Laws and regulations thereunder, Seller on behalf of itself and its Affiliates makes the following representations and covenants to Buyer and its Affiliates: (A) that neither Seller, nor, any of its Affiliates, is a Prohibited Person and (B) Seller is not acting on behalf of or consultant on behalf of any Prohibited Person. Seller agrees to promptly notify Buyer or a person appointed by Buyer to administer their anti-money laundering program, if applicable, of any change in information affecting this Section 12(i) of which Seller has knowledge. (j) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (k) Seller shall advise Buyer in writing of the opening of any new chief executive office of Seller or the closing of any such office and of any change in Seller’s name or the places where the books and records pertaining to the Purchased Assets are held not less than ten (10) Business Days prior to taking any such action. (l) Seller shall pay when due all Transaction Costs. Seller shall pay and discharge all Taxes, levies, liens and other charges, if any, on its assets and on the Purchased Assets that, in each case, in any manner would create any lien or charge upon the Purchased Assets, except for any such liens granted under the Transaction Documents and any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP. (m) Seller shall maintain its existence as a limited liability company organized solely and in good standing under the law of the State of Delaware and shall not dissolve, liquidate, merge with or into any other Person or otherwise change its organizational structure or documents or identity or incorporate or organize in any other jurisdiction. (n) Seller shall maintain all records with respect to the Purchased Assets and the conduct and operation of its business with no less a degree of prudence than if the Purchased Assets were held by Seller for its own account and will furnish Buyer, upon request by Buyer or its designated representative, with information reasonably obtainable by Seller with respect to the Purchased Assets and the conduct and operation of its business. (o) Seller shall provide Buyer with notice of each modification of any Purchased Asset Documents consented to by Seller (in connection including such modifications which do not constitute a Significant Modification). (p) Seller shall provide Buyer with reasonable access to operating statements, the occupancy status and other property level information, with respect to the Mortgaged Properties, plus any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's such additional reports as Buyer may reasonably request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition each case to the extent Purchaser in the possession of Seller or its Permittees have altered Servicer or damaged the Property in any mannerotherwise available. (dq) Seller may propose, and Buyer will consider, but shall be under no obligation to approve, strategies for the foreclosure or other realization upon the security for any Purchased Asset that has become a Defaulted Asset. (r) Seller shall notify Purchaser promptly if Seller becomes aware of not cause any transactions or occurrence prior Purchased Asset to the Closing Date which would make be serviced by any of the representations or warranties of Seller contained servicer other than a servicer expressly approved in Section 7.2 hereof not true in any material respectwriting by Buyer. (es) Any vacant rentable space If Seller shall at any time become entitled to receive or shall receive any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for a Purchased Asset, or otherwise in respect thereof, Seller shall accept the same as Buyer’s agent, hold the same in trust for Buyer and deliver the same forthwith to Buyer (or Custodian, as appropriate) in the Real Property will be placed into Rent Ready Condition which is defined exact form received, duly endorsed by Seller to Buyer if required, together with all related and necessary duly executed Transfer Documents to be that all walls are patched and freshly paintedheld by Buyer hereunder as additional collateral security for the Transactions. If any sums of money or property so paid or distributed in respect of the Purchased Assets shall be received by Seller, each space Seller shall, until such money or property is paid or delivered to be demised has a fully-fixtured and operable bathroomBuyer, and all doors have locks and are operablehold such money or property in trust for Buyer, segregated from other funds of Seller, as additional collateral security for the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean conditionTransactions. (ft) Seller agrees shall not permit Sponsor or Guarantor to cooperate with Purchaser's accountants (at no cost or expense to Seller) relative to the performance by said accountants of an audit of Seller's books and records relating to the Property. If Purchaser's auditors internalize its management without Buyer’s prior written approval, which shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to Seller whereupon Purchaser shall obtain a return of the Deposit and Seller shall reimburse Purchaser for the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effectbe unreasonably withheld.

Affirmative Covenants of Seller. During the term of this Agreement and so long as any Transaction is in effect hereunder (for purposes hereof, all references to the term “Seller” in this Section 11 shall be deemed to mean and refer to Master Seller together with each Series Seller which is a party to this Agreement as of the applicable date): (a) SellerSeller shall notify Buyer of any Material Adverse Effect promptly following receipt by Seller of notice or obtaining actual knowledge thereof; provided, at Seller's sole cost and expensehowever, that nothing in this Section 11 shall until the earlier of, the Closing Date or termination relieve Seller of this Agreement, keep and perform or cause to be performed in all material respects: (i) all its obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From Seller shall provide Buyer with copies of such documents as Buyer may reasonably request evidencing the date truthfulness of Seller's acceptance hereof the representations set forth in Section 9, to the earlier of, the Closing Date extent such documents are in Seller’s possession or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any of the following: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for reasonably obtainable by Seller's execution of New Leases, as provided in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunder. (c) From Seller (i) shall defend the date right, title and interest of Seller's acceptance hereof Buyer in and to the earlier Collateral against, and take such other action as is necessary to remove, the liens, security interests, claims and demands of the Closing Date or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property Persons (other than security interests by or through Buyer) and (ii) shall, at Buyer’s reasonable request, take all action necessary to ensure that Buyer will have a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with priority security interest in the proposed study plan therefor ("Plan"). The Plan is Purchased Loans subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain Transactions in the event such Transactions are recharacterized as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannersecured financings. (d) Seller shall notify Purchaser promptly if Seller becomes aware Buyer of the occurrence of any transactions Default or occurrence prior to Event of Default of which Seller has knowledge as soon as possible but in no event later than the Closing Date which would make any second (2nd) Business Day after obtaining actual knowledge of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectsuch event. (e) Any vacant rentable space Seller shall give notice to Buyer of the following (accompanied by details of the occurrence referred to therein and stating what actions Seller has taken or proposes to take with respect thereto, as applicable): (i) with respect to any Purchased Loan subject to a Transaction hereunder, promptly (and in any event within two (2) Business Days) following receipt by Seller or its Affiliates (as opposed to Servicer or the Depository) of any unscheduled Principal Payment (in full or in part); (ii) with respect to any Purchased Loan subject to a Transaction hereunder, promptly following receipt by Seller of notice or knowledge that the related Mortgaged Property has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as, in each case, to materially adversely affect the value of such Mortgaged Property; (iii) promptly (and in any event within two (2) Business Days) following receipt of notice received by Seller or Seller’s knowledge of (i) the occurrence of any payment default or other material default under the Purchased Loan Documents for any Purchased Loan, (ii) any lien or security interest (other than security interests created hereby) on, or claim asserted against, any Purchased Loan or, to the knowledge of Seller, the underlying collateral therefor (other than liens permitted under the Purchased Loan Documents) or (iii) any event or change in circumstances that has or could reasonably be expected to have a material adverse effect on the Market Value of a Purchased Loan; and (iv) promptly (and in any event within two (2) Business Days) after service of process on any of the following, give to Buyer notice of all litigation, actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened) or other legal or arbitrable proceedings naming Seller or affecting any of the assets of Seller before any Governmental Authority that (i) questions or challenges the validity or enforceability of any of the Transaction Documents or any action to be taken in connection with the transactions contemplated hereby, (ii) makes a claim or claims in an aggregate amount greater than $100,000, or (iii) which, individually or in the Real Property will aggregate, if adversely determined could reasonably be placed into Rent Ready Condition which is defined likely to be that all walls are patched and freshly paintedhave a Material Adverse Effect; and (v) promptly following receipt of notice by Seller, each space to be demised has or Seller having knowledge of the loss of Parent’s status as a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean conditionREIT. (f) Seller agrees shall deliver to cooperate Buyer (i) notice of the occurrence of any Purchased Loan Event of Default promptly (and in any event not later than two (2) Business Days) after the earlier of the date that Seller receives notice or has actual knowledge thereof and (ii) any other information with Purchaser's accountants respect to any Purchased Loan as may be reasonably requested by Buyer from time to time. (at no cost g) Seller will permit Buyer or expense its designated representative to inspect Seller) relative ’s records with respect to the performance by said accountants Collateral and the conduct and operation of an audit its business related thereto upon reasonable prior written notice from Buyer or its designated representative, at such reasonable times and with reasonable frequency, and to make copies of extracts of any and all thereof, subject to the terms of any confidentiality agreement between Buyer and Seller's books . Buyer shall act in a commercially reasonable manner in requesting and records conducting any inspection relating to the Propertyconduct and operation of Seller’s business. (h) At any time from time to time upon the reasonable request of Buyer, at the sole expense of Seller, Seller will promptly and duly execute and deliver to Buyer such further instruments and documents and take such further actions as Buyer may reasonably request for the purposes of obtaining or preserving the full benefits of this Agreement including the security interests granted hereunder and of the rights and powers herein granted (including, among other things, filing such UCC financing statements as Buyer may reasonably request). If Purchaser's auditors any amount payable under or in connection with any of the Collateral shall request be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to Buyer or its designee (including the Custodian or a Bailee), duly endorsed in a manner reasonably satisfactory to Buyer, to be held as Collateral pursuant to this Agreement, and the documents delivered in connection herewith. (i) Seller (or Servicer on its behalf) shall provide Buyer with the following financial and reporting information: (i) Within 45 days after the last day of each of the first three fiscal quarters in any fiscal year, Guarantor’s unaudited, consolidated statements of income and statements of changes in cash flow for such quarter and balance sheets as of the end of such quarter, in each case presented fairly in accordance with GAAP and certified as being true and correct by an officer’s certificate; (ii) Within 120 days after the last day of its fiscal year, Guarantor’s audited, consolidated statements of income and statements of changes in cash flow for such year and balance sheets as of the end of such year, in each case presented fairly in accordance with GAAP, and accompanied, in all cases, by an unqualified report of a nationally recognized independent certified public accounting firm reasonably acceptable to execute a representation letter Buyer; (iii) Within 30 days after the last day of each calendar month, any and all property level financial information (including without limitation rent rolls and operating statements) received with respect to the Purchased Loan by Seller or an Affiliate during such calendar month; and (iv) Within 45 days after the last day of each quarter in any fiscal year, an officer’s certificate from Master Seller addressed to Buyer certifying that, as of the auditors end of such quarter, (x) no Default or Event of Default exists (or any exceptions thereto, if applicable) and Seller (y) Guarantor is in compliance with the financial covenants set forth in Section 5 of the Guaranty (including a calculation of each such financial covenant). Documents required to be delivered pursuant to the foregoing provisions of this Section 11(i) may be delivered by electronic communication (including email or otherwise) and the auditors cannot agree if so delivered, shall be deemed to have been delivered on the content thereofdate (i) on which the applicable party transmits such documents via email, Purchaser (ii) on which the applicable party posts such documents, or provides a link thereto, on the applicable party’s website on the Internet at the website address listed on Exhibit III attached hereto (which website address may terminate this Agreement at any time prior to the Closing Date be updated by Seller by written notice to Buyer), or (iii) on which such documents are posted on the applicable party’s behalf on an Internet or intranet website, if any, to which Buyer has access (whether a commercial, third-party website or whether sponsored by Buyer). Seller whereupon Purchaser shall obtain use reasonable efforts to deliver electronic notice to Buyer promptly after the posting of any financial statements or documents required to be delivered hereunder to the applicable party’s Internet or intranet website together with a return link to such posted or filed financial statements or documents. (j) Seller shall at all times comply in all material respects with all laws, ordinances, rules and regulations of the Deposit any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets and Seller shall reimburse Purchaser do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business. (k) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (l) Seller shall observe, perform and satisfy all the actual costs terms, provisions, covenants and conditions required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. Seller shall pay and discharge all Taxes, levies, liens and other charges on its assets and on the Collateral that, in each case, in any manner would create any lien or charge upon the Collateral, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP in all material respects. Seller shall timely file all Tax returns required to be filed by it. (m) Seller shall advise Buyer in writing of Purchaser's appraisal and environmental study to a maximum amount the opening of $8,500.00 and this Agreement shall become null and void any new chief executive office or the closing of any such office and of any change in Seller’s name or organizational structure or the places where the books and records pertaining to the Purchased Loan are held not less than fifteen (15) Business Days prior to taking any such action. Seller shall also give Buyer written notice promptly after Seller has knowledge of (i) any Person domiciled in the United States (which previously held less than a 25% direct or indirect ownership interest in Seller) obtaining 25% or more of the direct or indirect ownership interests in Seller (including, without limitation, any direct or indirect ownership interests in Guarantor) and (ii) any Person domiciled outside of the United States (which previously held less than a 10% direct or indirect ownership interest in Seller) obtaining 10% or more of the direct or indirect ownership interests in Seller (including, without limitation, any direct or indirect ownership interests in Guarantor). (n) Seller will maintain records with respect to the Collateral and the conduct and operation of its business with no further force less a degree of prudence than if the Collateral were held by Seller for its own account and will furnish Buyer, upon reasonable request by Buyer or effectits designated representative, with reasonable information reasonably obtainable by Seller with respect to the Collateral and the conduct and operation of its business. (o) Seller shall provide Buyer with reasonable access to any operating statements, any occupancy status and any other property level information with respect to the Mortgaged Properties, plus any such additional reports as Buyer may reasonably request, in each case to the extent in Seller’s possession or reasonably obtainable by Seller.

Affirmative Covenants of Seller. On and as of the date hereof and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction: (a) Seller shall promptly notify Buyer of any Material Adverse Effect promptly upon Seller’s Knowledge thereof; provided, at Seller's sole cost and expensehowever, that nothing in this Article 11 shall until the earlier of, the Closing Date or termination relieve Seller of this Agreement, keep and perform or cause to be performed in all material respects: (i) all its obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From Seller shall provide Buyer with copies of such documents as Buyer may request evidencing the date truthfulness of the representations set forth in Article 9. (c) Seller shall (i) defend the right, title and interest of Buyer in and to the Purchased Items against, and take such other action as is necessary to remove, the Liens, security interests, claims and demands of all Persons (other than Liens created in favor of Buyer pursuant to the Transaction Documents or Permitted Encumbrances) and (ii) at Buyer’s reasonable request, take all action necessary to ensure that Buyer will have a first priority security interest in the Purchased Assets subject to any of the Transactions in the event such Transactions are recharacterized as secured financings. (d) Seller will permit Buyer or its designated representative to inspect Seller’s records with respect to the Purchased Items and the conduct and operation of its business related thereto upon reasonable prior written notice from Buyer or its designated representative, at such reasonable times and with reasonable frequency (not to exceed one (1) time per calendar year unless as Event of Default has occurred and is continuing), and to make copies of extracts of any and all thereof, subject to customary confidentiality practices and the terms of any confidentiality agreement between Buyer and Seller and applicable law. Buyer shall act in a commercially reasonable manner in requesting and conducting any inspection relating to the conduct and operation of Seller's acceptance hereof ’s business. So long as no Potential Event of Default or Event of Default has occurred and is continuing, any such inspection shall be at Buyer’s cost and expense. (e) If Seller shall at any time become entitled to receive or shall receive any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for a Purchased Asset, or otherwise in respect thereof, Seller shall accept the same as Buyer’s agent, hold the same in trust for Buyer and deliver the same forthwith to the earlier ofCustodian in the exact form received, duly endorsed by Seller to Buyer, if required, together with all related and necessary duly executed transfer documents to be held by Buyer hereunder as additional collateral security for the Transactions. If any sums of money or property so paid or distributed in respect of the Purchased Assets shall be received by Seller, Seller shall, until such money or property is paid or delivered to Buyer, hold such money or property in trust for Buyer, segregated from other funds of Seller, as additional collateral security for the Transactions. (f) At any time from time to time upon the reasonable request of Buyer, at the sole expense of Seller, Seller will (i) promptly and duly execute and deliver such further instruments and documents and take such further actions as Buyer may request for the purposes of obtaining or preserving the full benefits of this Agreement including the perfected, first priority security interest required hereunder, (ii) ensure that such security interest remains fully perfected at all times and remains at all times first in priority as against all other creditors of such Seller (whether or not existing as of the Closing Date, any Purchase Date or termination in the future) and (iii) obtain or preserve the rights and powers herein granted (including, among other things, filing such UCC financing statements as Buyer may request). If any amount payable under or in connection with any of the Purchased Items shall be or become evidenced by any promissory note, other instrument or certificated security, such note, instrument or certificated security shall be promptly delivered to Buyer, duly endorsed in a manner satisfactory to Buyer, to be itself held as a Purchased Item pursuant to this Agreement, and the documents delivered in connection herewith. (g) Seller shall not doprovide, suffer or permit or agree cause to do any of be provided, to Buyer the followingfollowing financial and reporting information: (i) Enter into any transaction Within fifteen (15) calendar days after each month-end, a Monthly Reporting Package substantially in respect to or affecting the Proper out form of the ordinary course of businessExhibit III-A attached hereto; (ii) Except for Seller's execution Within sixty (60) calendar days after the last day of New Leaseseach of the first three fiscal quarters in any fiscal year, as provided in Section 4.3(e), sell, encumber, or grant any interest a Quarterly Reporting Package substantially in the Property in any form or manner whatsoeverof Exhibit III-B attached hereto; (iii) Within one hundred twenty (120) calendar days after the last day of its fiscal year, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or an Annual Reporting Package substantially in the Propertyform of Exhibit III-C attached hereto; and (iv) Upon Buyer’s request: (A) copies of Seller’s (if applicable) and Guarantor’s Federal Income Tax returns, if any, delivered within thirty (30) calendar days after the filing thereof; and (B) such other information regarding the financial condition, operations or which will prevent business of Seller's full performance , Guarantor or any Mortgagor in respect of its obligations hereundera Purchased Asset as Buyer may reasonably request. (ch) From Seller shall make a representative available to Buyer every quarter for attendance at a telephone conference, the date of which to be mutually agreed upon by Buyer and Seller's acceptance hereof , regarding the status of each Purchased Asset, Seller’s compliance with the requirements of Articles 11 and 12, and any other matters relating to the earlier of the Closing Date Transaction Documents or termination of this Agreement, upon reasonable advance notice from Purchaser Transactions that Buyer wishes to discuss with Seller. (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvementsi) Seller shall permit representativesto at all times (i) comply with all contractual obligations, accountants(ii) comply in all respects with all laws, agentsordinances, employeesrules, lendersregulations and orders (including, contractorswithout limitation, appraisersEnvironmental Laws) of any Governmental Authority or any other federal, architects state, municipal or other public authority having jurisdiction over Seller or any of its assets and engineers designated by Purchaser Seller shall do or cause to be done all things necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business and (collectively "Permittees"iii) access to maintain and entry upon the Property to examinepreserve its legal existence and all of its material rights, inspectprivileges, measure licenses and test the Property and access to the office of Seller to review Seller's books and records relating to franchises necessary for the operation thereof. of its business (including, without limitation, preservation of all lending licenses held by Seller and of Seller’s status as a “qualified transferee” (however denominated) under all documents which govern the Purchased Assets). (j) Seller shall at all times have the right to require that a representative proper books of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report records and accounts in which involves no intrusive testing or sampling)full, Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller true and no environmental sampling or testing correct entries shall be made of its transactions fairly in accordance with GAAP, and have set aside on such books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (k) Seller shall observe, perform and satisfy all the terms, provisions, covenants and conditions required to be observed, performed until or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it under the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testingTransaction Documents, including, but not limited to, the fees an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's requestexpenses of the Custodian and the Acceptable Attorney, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify Depository and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim each servicer (including, without limitation, the Primary Servicer) of any mechanics' liens which may be filed against the Property) which any or all of the indemnified parties may suffer Purchased Assets, the Draw Fee, the Exit Fee and the Renewal Period Fee, as applicable. (l) Seller will continue to be a U.S. Person that is a partnership for U.S. federal income tax purposes, or sustain as a result disregarded entity of a U.S. Person for U.S. federal income tax purposes. Seller shall pay and discharge all Taxes, levies, liens and other charges on its assets and on the Purchased Items that, in each case, in any manner would create any Lien upon the Purchased Items, other than (A) Taxes that are not yet due and payable and (B) any such Taxes that are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP; provided that such contest operates to suspend collection of the exercise by Purchaser contested Tax and enforcement of its rights a Lien. (and that m) Seller shall advise Buyer in writing of its Permittees) to enter upon the Property opening of any new chief executive office or the closing of any such office of Seller pursuant Seller, Pledgor or Guarantor and of any change in Seller’s, Pledgor’s or Guarantor’s name or the places where the books and records pertaining to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of the Purchased Assets are held not less than $1,000,000.00 per occurrence. If the Closing does not occur for fifteen (15) Business Days prior to taking any reason, Purchaser such action. (n) Seller will restore (maintain or cause to be restored), the Property to its former condition maintained records with respect to the extent Purchaser or Purchased Items and the conduct and operation of its Permittees have altered or damaged business with no less a degree of prudence than if the Property in any mannerPurchased Items were held by Seller for its own account. (do) Upon reasonable notice (unless an Event of Default shall have occurred and is continuing, in which case, no prior notice shall be required), during normal business hours, Seller shall notify Purchaser promptly if Seller becomes aware of allow Buyer to (i) review any transactions or occurrence prior operating statements, occupancy status and other property level information with respect to the Closing Date which would underlying real estate directly or indirectly securing or supporting the Purchased Assets that either is in Seller’s possession or is available to Seller, (ii) examine, copy (at Buyer’s expense) and make extracts from its books and records, to inspect any of the representations or warranties its Properties, and (iii) discuss Seller’s business and affairs with its Responsible Officers (in each case, unless an Event of Seller contained in Section 7.2 hereof not true in any material respectDefault has occurred and is continuing, limited to once per calendar year). (ep) Any vacant rentable space in the Real Property will be placed into Rent Ready Condition which is defined to be that all walls are patched and freshly painted, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean conditionIntentionally omitted. (f) Seller agrees to cooperate with Purchaser's accountants (at no cost or expense to Seller) relative to the performance by said accountants of an audit of Seller's books and records relating to the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to Seller whereupon Purchaser shall obtain a return of the Deposit and Seller shall reimburse Purchaser for the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effect.

Affirmative Covenants of Seller. Seller covenants and agrees as follows: (a) Seller, at Seller's sole cost Seller shall schedule and expense, shall until the earlier of, the Closing Date or termination give notice of this Agreement, keep and perform or cause a meeting of its stockholders to be performed held no later than October 30, 1997, and shall cause a proxy statement to be prepared, processed and mailed to all stockholders of record in all material respects: connection with such meeting of stockholders, recommending that the stockholders (i) all obligations elect to the Seller's Board of the lessor under the Leases, and Directors those individuals recommended or approved by Buyer; (ii) all obligations increase the authorized capital stock of Seller under from 40,000,000 shares, including 35,000,000 shares of common stock and 5,000,000 shares of preferred stock to two hundred million shares, including 190 million shares of common stock, par value $.01 per share and 10,000,000 shares of preferred stock; (iii) to ratify and approve this Agreement and the Legal Requirements if transactions contemplated herein; and (iv) such other actions as the Seller's failure to perform any Board of such Legal Requirements would adversely affect Seller's ability to consummate this AgreementDirectors and Buyers shall agree upon. (b) From On or before Closing, the date of Seller's acceptance hereof Board of Directors will authorize, and at Closing the Seller shall enter into an agreement with the Buyer, amending Seller's Debentures, as follows: i) The conversion rate will be amended to become a fixed conversion rate, pursuant to which the holder of the Debenture shall have the right to convert $0.255 of the unpaid principal balance, accrued and unpaid interest, penalties and/or costs due to the earlier ofholder of the Debenture, for one share of common stock of the Seller; ii) Any restriction on conversion of the Debentures by any citizen or resident of the United States of America shall be removed; provided, however, the Closing Date number of such holders who may be citizens or termination residents of the United States of America who may convert in any given time may be limited in such a manner as to prevent any such conversion being deemed a distribution of stock; iii) Any restriction on any holder of the Debentures, or any person who converts such Debentures, owning more than 4.9% of the issued and outstanding shares of the common stock of Seller shall be deleted; and iv) Any other requested amendments or modifications to the Debentures which the Buyer reasonably deems necessary for the Buyer to be able to convert any portion or all of the Debentures at any time after the Closing. [Move to Section 3(b)] (c) Immediately after the execution of this Agreement, Seller shall not do, suffer or permit or agree instruct its counsel to do any of take no further action to contest Buyer's efforts to extend the following: (i) Enter existing temporary restraining order into any transaction in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunder. (c) From the date of Seller's acceptance hereof to the earlier of the Closing Date or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannerpermanent injunction. (d) Before Closing and for a reasonable period of time after the Closing, Seller and its Directors shall notify Purchaser promptly if Seller becomes aware exercise their best efforts to deliver to Buyer irrevocable voting proxies substantially in the form attached hereto as Exhibit "E," from Xxxxxxxx & Co. (with respect to 500,000 shares of any transactions Seller's common stock) which will be valid from the date of issuance until the later of (A) sixty days after the next annual stockholders meetings of Seller, or occurrence prior to the Closing Date which would make any of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respect(B) December 31, 1997. (e) Any vacant rentable space The Seller shall cause all of its Subsidiaries' current officers and directors, to cooperate with Buyer in effectuating the Real Property will be placed into Rent Ready Condition which is defined election and/or appointment to be that the Board of Directors and as officers of Seller and its Subsidiaries of those individuals nominated by Buyer; and to obtain the cooperation and assistance of all walls are patched the current officers and freshly painted, each space directors of Seller and its Subsidiaries to be demised has a fully-fixtured and operable bathroom, and assist Buyer with the transition of all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean conditionaspects of corporate governance. (f) In a timely manner, the Seller agrees shall prepare and mail to cooperate with Purchaser's accountants all of its stockholders of record an Information Statement pursuant to Section 14(f) of the Securities Exchange Act of 1934 and Rule 14f-1 thereunder (at no cost or expense to Sellerthe "Section 14(f) relative Notice") relating to the performance by said accountants of an audit change in control of Seller's books and records relating to the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to Seller whereupon Purchaser shall obtain a return Board of the Deposit and Seller shall reimburse Purchaser for the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effectDirectors as contemplated in subsection 4(6) above.

Affirmative Covenants of Seller. (a) Seller, at Seller's sole cost and expense, shall until the earlier of, the Closing Date or termination of this Agreement, keep and perform or cause to be performed in all material respects: (i) all obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From Between the date of Seller's acceptance hereof to the earlier of, this Agreement and the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any of the followingDate: (i) Enter into Seller shall promptly notify Buyer in writing if Seller has knowledge prior to such Closing of: (1) any transaction representations or warranties contained in Article 4 that are no longer true and correct in any material respect or of any fact or condition that would constitute a material breach of any such representation or warranty as of such Closing, (2) the occurrence of any event, fact or development that would require any material changes or amendments to or affecting the Proper out Schedules, (3) of the ordinary course occurrence of businessany event that may make the satisfaction of the conditions in Article 7 impossible or unlikely, or (4) the occurrence of any other event that violates any material covenants, conditions or agreements to be complied with or satisfied by Seller under this Agreement; (ii) Except Seller will comply in all material respects with all Laws applicable to Seller’s use of the Assets and conduct of the Business; (iii) Seller will maintain the Assets in customary repair, maintenance and condition, except for Seller's execution of New Leases, as provided in Section 4.3(e), sell, encumber, or grant any interest wear and tear incurred in the Property in any form or manner whatsoeverOrdinary Course of Business, or otherwise perform or permit any act which and Seller will diminish or otherwise affect Purchaser's interest under this Agreement or continue to make capital expenditures in the Property, or which will prevent Seller's full performance Ordinary Course of its obligations hereunder.Business as contemplated in the current capital expenditure plan of Seller set forth on Schedule 6.1(a); (civ) From Seller will maintain in full force and effect reasonable property damage and liability insurance on the date of Assets in at least the amount provided for by the policies currently maintained by Seller's acceptance hereof to the earlier of the Closing Date or termination of this Agreement, upon reasonable advance notice from Purchaser ; (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvementsv) Seller shall permit representativesconduct the Business in the Ordinary Course of Business; (vi) Seller shall use commercially reasonable efforts to preserve intact the Business and maintain the relations and goodwill with Clients, accountantssuppliers, agentsvendors, employeesdistributors, lendersconsultants, contractorscustomers, appraiserslandlords, architects creditors, Employees, agents and engineers designated by Purchaser others having business relationships with the Business, but shall not be responsible for any adverse effect on the Business as a result of any Buyer communications with such Persons; (collectively "Permittees"vii) access Seller shall pay Accounts Payable and collect Accounts Receivable of the Business in the ordinary course of the business; (viii) Seller shall use commercially reasonable efforts to and entry upon cause the Property conditions set forth in Article 7 to examine, inspect, measure and test the Property and access to the office of be satisfied promptly; and (ix) Seller to review Seller's shall maintain all books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannerBusiness. (d) Seller shall notify Purchaser promptly if Seller becomes aware of any transactions or occurrence prior to the Closing Date which would make any of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respect. (e) Any vacant rentable space in the Real Property will be placed into Rent Ready Condition which is defined to be that all walls are patched and freshly painted, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean condition. (f) Seller agrees to cooperate with Purchaser's accountants (at no cost or expense to Seller) relative to the performance by said accountants of an audit of Seller's books and records relating to the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to Seller whereupon Purchaser shall obtain a return of the Deposit and Seller shall reimburse Purchaser for the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effect.

Affirmative Covenants of Seller. On and as of the date of this Agreement and each Purchase Date and at all times while this Agreement and any Transaction thereunder is in effect or any Repurchase Obligations remain outstanding: (a) Seller, at Seller's sole cost and expense, Seller shall until the earlier of, the Closing Date or termination promptly notify Buyer of this Agreement, keep and perform or cause any event and/or condition that is likely to be performed in all material respects: (i) all obligations have a Material Adverse Effect of the lessor under the Leases, and (ii) all obligations of which Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreementhas knowledge. (b) From Seller shall give notice to Buyer of the date following (accompanied by an Officer’s Certificate setting forth details of the occurrence referred to therein and stating what actions Seller has taken or proposes to take with respect thereto): (i) promptly upon receipt by Seller of notice or knowledge of the occurrence of any Default or Event of Default; (ii) with respect to any Purchased Asset sold to Buyer hereunder, promptly following receipt of any unscheduled Principal Payment (in full or in part); (iii) with respect to any Purchased Asset sold to Buyer hereunder, promptly following receipt by Seller of notice or knowledge that the related Mortgaged Property has been materially damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as to materially and affect adversely the value of such Mortgaged Property; (iv) promptly upon receipt of notice by Seller or knowledge (1) any Purchased Asset that becomes a Defaulted Asset, (1) any lien or security interest (other than security interests created hereby) on, or claim asserted against, any Purchased Asset or, to Seller's acceptance hereof to the earlier of’s knowledge, the Closing Date underlying collateral therefor, or termination (1) any event or change in circumstances that has or could reasonably be expected to have a material and adverse effect on the Market Value of this Agreementa Purchased Asset; (v) promptly, Seller shall not do, suffer or permit or agree to do and in any event within ten (10) days after service of process on any of the following, give to Buyer notice of all litigation, actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened) or other legal or arbitrable proceedings directly affecting Seller or directly affecting any of the assets of Seller before any Governmental Authority that (1) questions or challenges the validity or enforceability of any of the Transaction Documents or any material action to be taken in connection with the transactions contemplated hereby, (1) makes a claim or claims in an aggregate amount greater than $500,000, (1) which, individually or in the aggregate, if adversely determined could reasonably be likely to have a Material Adverse Effect or (1) raises any lender licensee issues with respect to any Purchased Asset; (vi) promptly upon any transfer of any underlying Mortgaged Property or any direct or indirect equity interest in any Mortgagor of which Seller has knowledge, whether or not consent to such transfer is required under the applicable Purchased Asset Documents; and (vii) promptly, and in any event within ten (10) days after Seller or any of its ERISA Affiliates knows or has reason to know that any “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur in respect of a Plan that, individually or in the aggregate, either has resulted, or could reasonably be expected to result, in a Material Adverse Effect. (c) To the extent in the possession of Seller or otherwise available, Seller shall provide Buyer with copies of such documents as Buyer may reasonably request evidencing the truthfulness of the representations set forth in Section 10 hereof. (d) Seller shall defend the right, title and interest of Buyer in and to the Purchased Assets and any Hedging Transactions against, and take such other action as is necessary to remove, any liens, security interests, claims, encumbrances, charges and demands of all Persons thereon (other than security interests granted to Buyer hereunder), and take any such other action as is necessary to obtain or preserve a first priority perfected security interest in the Purchased Assets and any Hedging Transactions. (e) Seller will permit Buyer or its designated representative to inspect any of Seller’s records with respect to all or any portion of the Purchased Assets and the conduct and operation of its business related thereto at such reasonable times and with reasonable frequency requested by Buyer or its designated representative and to make copies of extracts of any and all thereof. (f) If any amount payable under or in connection with any of the Purchased Assets shall be or become evidenced by any promissory note, other instrument or chattel paper (as each of the foregoing is defined under the UCC), such note, instrument or chattel paper shall be immediately delivered to Buyer or its designee upon receipt by Seller, duly endorsed in a manner satisfactory to Buyer or if any collateral or other security shall subsequently be delivered to Seller in connection with any Purchased Asset, Seller shall immediately deliver or forward such item of collateral or other security to Buyer or its designee upon receipt by Seller, together with such instruments of assignment as Buyer may reasonably request. (g) Seller shall provide (or cause to be provided) to Buyer the following financial and reporting information: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of businessMonthly Statement; (ii) Except the Quarterly Report, together with all operating statements and occupancy information that Seller or Servicer has received relating to the Purchased Assets for the related fiscal quarter; (iii) Parent Guarantor’s Financial Covenant Compliance Certificate; (iv) within forty-five (45) days following the end of each of the first three quarters, and within ninety (90) days following the end of each fiscal year, as the case may be, an Officer’s Certificate of Seller in form and substance reasonably satisfactory to Buyer certifying, after due inquiry, to such officer’s knowledge, that during such fiscal quarter or year, as applicable, Seller has observed or performed all of its material covenants and other material agreements, and satisfied every material condition, contained in this Agreement and the other Transaction Documents to be observed, performed or satisfied by it, and that there has occurred no Event of Default and no event or circumstance has occurred that is reasonably likely to result in a Material Adverse Effect; (v) within ten (10) Business Days after Buyer’s request, such further information with respect to the operation of any Mortgaged Property, Purchased Asset, the financial affairs of Seller or Guarantor and any Plan and Multiemployer Plan as may be reasonably requested by Buyer, including all business plans prepared by or for Seller's execution of New Leases, as provided in Section 4.3(e), sell, encumber, or grant any interest to the extent in the Property in any form or manner whatsoever, possession of Seller or otherwise perform or permit any act which will diminish available; (vi) upon the request of Buyer no more often than annually, updated Appraisals of the Mortgaged Properties relating to the Purchased Assets, at Seller’s sole cost and expense; and (vii) within ten (10) Business Days after Buyer’s request, such other reports as Buyer shall reasonably request to the extent in the possession of Seller or otherwise affect Purchaser's interest available. Notwithstanding anything to the contrary contained in this Section 12 or otherwise in this Agreement, Seller’s failure to deliver any financial statements required pursuant to this Section 12(g) shall not constitute an Event of Default under this Agreement to the extent that such financial statements have been publicly posted on the official website of Guarantor or in its parent or appropriately filed with the Property, SEC. Seller shall promptly deliver electronic notice to Buyer after the posting of any financial statements required to be delivered hereunder to Guarantor’s website or which will prevent Seller's full performance the filing of its obligations hereundersame with the SEC together with a link to such posted or filed financial statements. (ch) From Seller shall at all times comply in all material respects with all laws (including, without limitation, Prescribed Laws), ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets, and Seller shall do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence and all licenses material to its business. (i) Seller agrees that, from time to time upon the date prior written request of Seller's acceptance hereof Buyer, Seller shall execute and deliver such further documents, provide such additional information and reports and perform such other acts as Buyer may reasonably request in order to insure compliance with all Prescribed Laws and to fully effectuate the earlier of the Closing Date or termination purposes of this Agreement; provided, upon reasonable advance notice from Purchaser (which notice however, that nothing herein shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires construed as requiring Buyer to conduct any environmental sampling inquiry or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing decreasing Seller’s responsibility for its statements, representations, warranties or sampling), Purchaser shall first provide Seller covenants hereunder. In order to enable Buyer and its respective Affiliates to comply with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller any anti-money laundering program and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, related responsibilities including, but not limited to, an environmental engineer any obligations under the Prescribed Laws and regulations thereunder, Seller on behalf of itself and its Affiliates makes the following representations and covenants to Buyer and its Affiliates: (1) that neither Seller, nor, any of its Affiliates, is a Prohibited Person and (1) Seller is not acting on behalf of or consultant on behalf of any Prohibited Person. Seller agrees to promptly notify Buyer or a person appointed by Buyer to administer their anti-money laundering program, if applicable, of any change in information affecting this Section 12(i) of which Seller has knowledge. (j) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (k) Seller shall advise Buyer in writing of the opening of any new chief executive office of Seller or the closing of any such office and of any change in Seller’s name or the places where the books and records pertaining to the Purchased Assets are held not less than ten (10) Business Days prior to taking any such action. (l) Seller shall pay when due all Transaction Costs. Seller shall pay and discharge all Taxes, levies, liens and other charges, if any, on its assets and on the Purchased Assets that, in each case, in any manner would create any lien or charge upon the Purchased Assets, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP. (m) Seller shall maintain its existence as a limited liability company organized solely and in good standing under the law of the State of Delaware and shall not dissolve, liquidate, merge with or into any other Person or otherwise change its organizational structure or documents or identity or incorporate or organize in any other jurisdiction. (n) Seller shall maintain all records with respect to the Purchased Assets and the conduct and operation of its business with no less a degree of prudence than if the Purchased Assets were held by Seller for its own account and will furnish Buyer, upon request by Buyer or its designated representative, with information reasonably obtainable by Seller with respect to the Purchased Assets and the conduct and operation of its business. (o) Seller shall provide Buyer with notice of each modification of any Purchased Asset Documents consented to by Seller (in connection including such modifications which do not constitute a Significant Modification). (p) Seller shall provide Buyer with reasonable access to operating statements, the occupancy status and other property level information, with respect to the Mortgaged Properties, plus any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's such additional reports as Buyer may reasonably request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition each case to the extent Purchaser in the possession of Seller or its Permittees have altered Servicer or damaged the Property in any mannerotherwise available. (dq) Seller may propose, and Buyer will consider, but shall be under no obligation to approve, strategies for the foreclosure or other realization upon the security for any Purchased Asset that has become a Defaulted Asset. (r) Seller shall notify Purchaser promptly if Seller becomes aware of not cause any transactions or occurrence prior Purchased Asset to the Closing Date which would make be serviced by any of the representations or warranties of Seller contained servicer other than a servicer expressly approved in Section 7.2 hereof not true in any material respectwriting by Buyer. (es) Any vacant rentable space in the Real Property will be placed into Rent Ready Condition which is defined to be that all walls are patched and freshly painted, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean condition. (f) If Seller agrees to cooperate with Purchaser's accountants (at no cost or expense to Seller) relative to the performance by said accountants of an audit of Seller's books and records relating to the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior become entitled to receive or shall receive any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for a Purchased Asset, or otherwise in respect thereof, Seller shall accept the Closing Date same as Buyer’s agent, hold the same in trust for Buyer and deliver the same forthwith to Buyer (or Custodian, as appropriate) in the exact form received, duly endorsed by written notice Seller to Seller whereupon Purchaser shall obtain a return Buyer if required, together with all related and necessary duly executed Transfer Documents to be held by Buyer hereunder as additional collateral security for the Transactions. If any sums of money or property so paid or distributed in respect of the Deposit and Purchased Assets shall be received by Seller, Seller shall reimburse Purchaser shall, until such money or property is paid or delivered to Buyer, hold such money or property in trust for Buyer, segregated from other funds of Seller, as additional collateral security for the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effectTransactions.

Affirmative Covenants of Seller. During the period from the date of this Asset Purchase Agreement to the Closing Date, Seller shall: (a) Seller, at Conduct the Business according to the ordinary and usual course and use Seller's sole cost best efforts to maintain and expense, shall until preserve the earlier of, the Closing Date or termination of this Agreement, keep and perform or cause to be performed in all material respects: (i) all obligations organization of the lessor under the LeasesBusiness, its employees, and (ii) all obligations of Seller under the Legal Requirements if relationships with suppliers, customers, and others, it being understood that Atlantic Bank has indicated that Purchaser may have to show its credit worthiness to maintain Seller's failure to perform any line of such Legal Requirements would adversely affect Seller's ability to consummate credit upon consummation of the transactions contemplated by this Asset Purchase Agreement. (b) From the date Promptly inform Purchaser in writing of Seller's acceptance hereof to the earlier of, the Closing Date any material changes or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any of the following: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunder. (c) From the date of Seller's acceptance hereof to the earlier of the Closing Date or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records material matters relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling)business, Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against adverse changes in the Property) which any results of operations or financial position of the indemnified parties may suffer Business or sustain any litigation, proceeding, or government investigation instituted or threatened against Seller relating to the Business or the occurrence of any factor that might give rise to any litigation, proceeding, or investigation as a result aforesaid. (c) Afford to Purchaser and its counsel, auditors, and authorized representatives full access to all personnel, properties, records, and documents of the exercise by Purchaser of its rights (Business and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any shall furnish such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller financial and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition other information with respect to the extent Business, its personnel, and property as Purchaser or its Permittees have altered or damaged the Property in any mannermay reasonably require. (d) Keep Seller adequately insured against fire and casualty until the Closing Date. Seller shall notify Purchaser promptly if show continuing evidence that the Seller becomes aware of any transactions or occurrence prior to is adequately insured against fire and casualty after the Closing Date which would make until all obligations to Purchaser have been satisfied. If any part of the representations Seller's assets is damaged or warranties of Seller contained in Section 7.2 hereof not true in any material respect. (e) Any vacant rentable space in destroyed by fire or casualty before the Real Property will Closing Date, such assets shall be placed into Rent Ready Condition which replaced or repaired at Seller's expense. If it is defined impossible or impractical to be that all walls are patched and freshly painted, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operablerepair or replace such assets before the Closing Date, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean condition. (f) Seller agrees to cooperate with Purchaser's accountants (at no cost or expense to Seller) relative to the performance by said accountants of an audit of Seller's books and records relating to the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to Seller whereupon Purchaser shall obtain a return of the Deposit and Seller shall reimburse Purchaser for the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effect.Purchase Price shall

Affirmative Covenants of Seller. Prior to the Closing, unless Buyer agrees otherwise in writing: (a) SellerSeller will maintain its existence as a limited liability company and will conduct the Business and its operations in the usual and ordinary course of business in accordance with past custom and practice, at Seller's sole cost including, without limitation, maintaining adequate working capital balances, collecting accounts receivable, paying accounts payable, making repair and expensemaintenance capital expenditures and managing cash accounts generally, shall until all in the earlier of, the Closing Date or termination usual and ordinary course of this Agreement, keep business and perform or cause to be performed in compliance in all material respects: respects with all Laws, authorizations, contracts and agreements (i) all obligations of including those identified in the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this AgreementSchedules). (b) From Seller will carry on the date of Seller's acceptance hereof to Business in substantially the earlier ofsame manner as presently conducted and keep its business organizations and properties intact, the Closing Date or termination of this Agreementincluding its present business operations, Seller shall not dophysical facilities, suffer or permit or agree to do any of the following: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leasesworking conditions and employees and its present relationships with employees, as provided in Section 4.3(e)lessors, selllicensors, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereundersuppliers and customers and others having business relations with it. (c) From the date of Seller's acceptance hereof to the earlier of the Closing Date or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representativesmaintain its Books and Records in accordance with past practice, accountantsand use best efforts to maintain in full force all licenses, agents, employees, lenders, contractors, appraisers, architects certificates and engineers designated by Purchaser (collectively "Permittees") access other regulatory approvals required or necessary to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any be applied for or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (obtained in connection with any environmental sampling the Business (except where the failure to maintain such licenses, certificates or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in other regulatory approvals would not have a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify material adverse effect) and forever defend all insurance policies and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannerbinders. (d) Seller shall notify Purchaser promptly if advise Buyer in writing of the threat or commencement against Seller becomes aware or Owner of any dispute, action, claim, investigation or proceeding by, against or affecting Seller or any of its operations, assets or prospects, or which questions or may affect the validity of this Agreement or the Related Agreements or any action taken or to be taken by Seller or Owner in connection with the consummation of the transactions contemplated hereby or occurrence prior thereby or which seeks to the Closing Date which would make prohibit, enjoin or otherwise challenge any of the representations transactions contemplated hereby or warranties of Seller contained in Section 7.2 hereof not true in any material respectthereby. (e) Any vacant rentable space Seller shall pay any and all amounts owed to any holder of Membership Units and shall collect any and all amounts owed to Seller by any holder of Membership Units. There shall be no receivables or payables to or from Owner on the Closing Balance Sheet, other than reasonable reimbursable business expenses incurred in the Real Property will be placed into Rent Ready Condition which is defined ordinary course within 30 days prior to be that all walls are patched and freshly painted, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and date of the floor is in broom-clean conditionClosing Balance Sheet. (f) Seller agrees shall promptly advise Buyer in writing of any event or the existence of any fact which makes untrue, or will make untrue as of the Closing, any representation or warranty of Seller or Seller set forth in this Agreement or the Related Agreements (including but not limited to any acquisitions, sale of license of any material portion of its assets, or amendments to any material distribution, licensing, or other material agreements). (g) Seller shall cooperate with Purchaser's accountants (at no cost or expense Buyer to Seller) relative to the performance by said accountants of an audit of Seller's books and records relating to the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time obtain prior to Closing, searches (the Closing Date “Searches”), in all appropriate jurisdictions, for state and federal tax liens, judgment liens, Uniform Commercial Code financing statements and pending litigation against Seller or its assets; provided that, such Searches shall be performed by written notice a nationally recognized company satisfactory to Seller whereupon Purchaser shall obtain a return of the Deposit Buyer, and Seller shall reimburse Purchaser be responsible for the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effectcost thereof.

Affirmative Covenants of Seller. (a) SellerSeller shall promptly notify Buyer of any material adverse change in its business operations and/or financial condition; provided, at Seller's sole cost and expensehowever, that nothing in this Article 12 shall until the earlier of, the Closing Date or termination relieve Seller of this Agreement, keep and perform or cause to be performed in all material respects: (i) all its obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any provide Buyer with copies of such documents as Buyer may request evidencing the truthfulness of the following: (i) Enter into any transaction representations set forth in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunderArticle 10. (c) From Seller (1) shall defend the date right, title and interest of Seller's acceptance hereof Buyer in and to the earlier Collateral and Purchased Items against, and take such other action as is necessary to remove, the Liens, security interests, claims and demands of the Closing Date all Persons (other than security interests by or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance through Buyer) and shall be two (2) business days shall, at Buyer’s reasonable request, take all action necessary to ensure that Buyer will have a first priority security interest in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is Purchased Assets subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain Transactions in the event such Transactions are recharacterized as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannersecured financings. (d) Seller shall notify Purchaser promptly if Seller becomes aware Buyer and the Depository of the occurrence of any transactions Default or occurrence prior Event of Default with respect to Seller as soon as possible but in no event later than the Closing Date which would make any second (2nd) Business Day after obtaining actual knowledge of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectsuch event. (e) Any vacant rentable space in Seller shall cause the Real Property will be placed into Rent Ready Condition which is defined special servicer rating of the special servicer with respect to all mortgage loans underlying Purchased Assets to be that no lower than “average” by Standard & Poor’s Ratings Group to the extent Seller controls or is entitled to control the selection of the special servicer. In the event the special servicer rating with respect to any Person acting as special servicer for any mortgage loans underlying Purchased Assets shall be below “average” by Standard & Poor’s Rating Group, or if an Act of Insolvency occurs with respect to Seller or a Guarantor, Buyer shall be entitled to transfer special servicing with respect to all walls are patched and freshly paintedPurchased Assets to an entity satisfactory to Buyer, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling extent Seller controls or is completed with acoustical tile and standard fluorescent lighting and entitled to control the floor is in broom-clean conditionselection of the special servicer. (f) Seller agrees shall promptly (and in any event not later than two (2) Business Days following receipt) deliver to cooperate with Purchaser's accountants Buyer (at no cost i) any notice of the occurrence of an event of default under or expense to Seller) relative report received by Seller pursuant to the performance Purchased Asset Documents; (ii) any notice of transfer of servicing under the Purchased Asset Documents and (iii) any other information with respect to the Purchased Assets that may be requested by said accountants Buyer from time to time. (g) Seller will permit Buyer or its designated representative to inspect Seller’s records with respect to the Collateral and the Purchased Items and the conduct and operation of an audit its business related thereto upon reasonable prior written notice from Buyer or its designated representative, at such reasonable times and with reasonable frequency, and to make copies of extracts of any and all thereof, subject to the terms of any confidentiality agreement between Buyer and Seller. Buyer shall act in a commercially reasonable manner in requesting and conducting any inspection relating to the conduct and operation of Seller's ’s business. (h) If Seller shall at any time become entitled to receive or shall receive any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for a Purchased Asset, or otherwise in respect thereof, Seller shall accept the same as Buyer’s agent, hold the same in trust for Buyer and deliver the same forthwith to Buyer (or the Custodian, as appropriate) in the exact form received, duly endorsed by Seller to Buyer, if required, together with an undated bond power covering such certificate duly executed in blank to be held by Buyer hereunder as additional collateral security for the Transactions. If any sums of money or property so paid or distributed in respect of the Purchased Assets shall be received by Seller, Seller shall, until such money or property is paid or delivered to Buyer, hold such money or property in trust for Buyer, segregated from other funds of Seller, as additional collateral security for the Transactions. (i) At any time from time to time upon the reasonable request of Buyer, at the sole expense of Seller, Seller will promptly and duly execute and deliver such further instruments and documents and take such further actions as Buyer may request for the purposes of obtaining or preserving the full benefits of this Agreement including the first priority security interest granted hereunder and of the rights and powers herein granted (including, among other things, filing such UCC financing statements as Buyer may request). If any amount payable under or in connection with any of the Collateral or Purchased Items shall be or become evidenced by any promissory note, other instrument or chattel paper, such note, instrument or chattel paper shall be immediately delivered to Buyer, duly endorsed in a manner satisfactory to Buyer, to be itself held as a Purchased Item and/or Collateral, as applicable, pursuant to this Agreement, and the documents delivered in connection herewith. (j) Seller shall provide, or to cause to be provided, to Buyer the following financial and reporting information: (i) Within forty-five (45) days after the last day of each of the first three fiscal quarters in any fiscal year, consolidated unaudited financial statements of Guarantors presented fairly in accordance with GAAP including a statement of operations and a statement of changes in cash flows for such quarter and statement of net assets as of the end of such quarter, and certified as being true and correct by an officer’s certificate; (ii) Promptly after the end of each month, to the extent provided by the applicable servicer, with respect to Eligible Assets that are Eligible Loans, any and all certified financial statements and rent rolls received from an applicable Eligible Loan borrower; (iii) Within 90 days after the last day of its fiscal year, Guarantors’ consolidated audited financial statements, prepared by a nationally recognized independent certified public accounting firm and presented fairly in accordance with GAAP including a statement of operations and a statement of changes in cash flows for such quarter and statement of net assets as of the end of such quarter accompanied by an unqualified report of the nationally recognized independent certified public accounting firm that prepared them; (iv) Within 30 days of the earlier of (A) filing or (B) the last filing extension period, copies of Seller’s and Guarantors’ Federal Income Tax returns, if any; (v) Promptly after receipt of same, but, in any event, within 20 days after the last day of each calendar quarter in any fiscal year, any and all property level financial information with respect to the Purchased Assets that is in the possession of Seller including, without limitation, rent rolls and income statements for the immediately preceding quarter and, when available, for the preceding year; (vi) Within sixty (60) days after the last day of each calendar quarter in any fiscal year, an officer’s certificate from Seller addressed to Buyer certifying that, as of such calendar month, (x) Seller is in compliance with all of the terms, conditions and requirements of this Agreement, and (y) no Event of Default exists; (vii) Within fifteen (15) days after the last day of each month, with respect to Purchased Assets that are Eligible Loans, a servicing tape with respect to each such Purchased Asset conforming to CMSA standards, the contents of which shall be agreed upon between the parties; (viii) Within fifteen (15) days after the last day of each month, a surveillance summary of the Purchased Assets; (ix) With respect to each Eligible Asset that is a CMBS, Synthetic CMBS or a Junior Interest, as soon as available but in any event not later than ten (10) days after receipt thereof, (x) the related monthly securitization report, if any, and (y) within ten (10) days after the end of each month, a copy of the standard monthly exception report, if any, prepared by Seller in the ordinary course of its business in respect of the related Eligible Asset; (x) Within fifteen (15) days after each month end, a listing of any changes in all Hedging Transactions, Qualified Hedge Counterparties and the material terms of each Hedging Transaction; and (xi) Within fifteen (15) days after each month end, a monthly reporting package substantially in the form of Exhibit III attached hereto. Quarterly, beginning December 31, 2006, Seller shall deliver to Buyer a certificate of a Responsible Officer of Seller (i) stating that, to the best of such Responsible Officer’s knowledge, Seller during such period has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Transaction Documents to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate (and, if any Default or Event of Default has occurred and is continuing, describing the same in reasonable detail and describing the action Seller has taken or proposes to take with respect thereto) and (ii) showing in detail the calculations supporting such Responsible Officer’s certification of Seller’s compliance with the applicable requirements of Article 11(m). Buyer shall treat all documents, reports, financial statements, and other information provided to Buyer by Seller pursuant to this Agreement as confidential information, shall use such information only for the purpose of monitoring Seller’s compliance with this Agreement, and shall not disclose such information other than to (i) employees of Buyer solely for purposes of the monitoring and administration of this Agreement and (ii) professional personnel, such as accountants an attorneys, to the extent reasonably necessary for the monitoring and administration of this Agreement. (k) Seller shall make a representative available to Buyer every month for attendance at a telephone conference, the date of which to be mutually agreed upon by Buyer and Seller, regarding the status of each Purchased Asset, Seller’s compliance with the requirements of Articles 11 and 12, and any other matters relating to the Transaction Documents or Transactions that Seller wishes to discuss with Buyer. (l) Seller shall at all times comply in all material respects with all laws, ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets to the extent necessary to avoid a Material Adverse Effect, and Seller shall do or cause to be done all things necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business. (m) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions fairly in accordance with GAAP, and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (n) Seller shall observe, perform and satisfy all the terms, provisions, covenants and conditions required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. Seller shall pay and discharge all taxes, levies, liens and other charges on its assets and, to the extent it is not specifically prohibited, on the Collateral that, in each case, in any manner would create any lien or charge upon the Collateral, other than any such taxes that are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP. (o) Seller shall advise Buyer in writing of the opening of any new chief executive office or the closing of any such office and of any change in Seller’s name or the places where the books and records pertaining to the Purchased Assets are held not less than fifteen (15) Business Days prior to taking any such action. (p) Seller will maintain records with respect to the Collateral and Purchased Items and the conduct and operation of its business with no less a degree of prudence than if the Collateral and Purchased Items were held by Seller for its own account and will furnish Buyer, upon reasonable request by Buyer or its designated representative, with reasonable information obtainable by Seller with respect to the Collateral and Purchased Items and the conduct and operation of its business. (q) Seller shall provide Buyer with reasonable access to operating statements, the occupancy status and other property level information with respect to the underlying real estate directly or indirectly securing or supporting such Purchased Assets that either is in Seller’s possession or is reasonably available to Seller, plus any such additional reports as Buyer may request, to the extent that Seller is entitled to obtain such reports pursuant to the related Purchased Asset Documents. (r) Seller shall enter into Hedging Transactions with respect to each of the Hedge-Required Assets to the extent necessary to hedge interest rate risk associated with the Purchase Price on such Hedge-Required Assets, in a manner reasonably acceptable to Buyer, to the extent that such Hedging Transactions will not give rise to non-qualifying REIT income under section 856 of the Code. (s) Seller shall take all such steps as Buyer deems necessary to perfect the security interest granted pursuant to Article 6 in the Hedging Transactions, shall take such action as shall be necessary or advisable to preserve and protect Seller’s interest under all such Hedging Transactions (including, without limitation, requiring the posting of any required Additional Eligible Collateral thereunder, and hereby authorizes Buyer to take any such action that Seller fails to take after demand therefor by Buyer. Seller shall provide the Custodian with copies of all documentation relating to Hedging Transactions with Qualified Hedge Counterparties promptly after entering into same. All Hedging Transactions, if any, entered into by Seller with Buyer or any of its Affiliates in respect of any Purchased Asset shall be terminated or Seller shall maintain the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed to applicable Hedging Transaction so long as it remains Collateral for the auditors and Seller and benefit of the auditors cannot agree Buyer, in each case, contemporaneously with the repurchase of such Purchased Asset on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Repurchase Date by written notice to Seller whereupon Purchaser shall obtain a return of the Deposit and therefor. (t) Seller shall reimburse Purchaser for at all times ensure that each borrower under an Accommodation Loan be at least 51% owned and controlled by DCTRT Repo Holdco LLC. (u) Seller shall at all times ensure that it and DCTRT Repo Holdco LLC comply with the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effectspecial purpose entity provisions contained in the entities’ respective organizational documents.

Affirmative Covenants of Seller. On and as of the date of this Agreement and each Purchase Date and at all times while this Agreement and any Transaction thereunder is in effect or any Repurchase Obligations remain outstanding: (a) Seller, at Seller's sole cost Seller shall promptly notify Buyer of any event and/or condition that is likely to have a Material Adverse Effect. (b) Seller shall give notice to Buyer of the following (accompanied by an Officer’s Certificate setting forth details of the occurrence referred to therein and expense, shall until the earlier of, the Closing Date stating what actions Seller has taken or termination of this Agreement, keep and perform or cause proposes to be performed in all material respects: take with respect thereto): (i) all obligations promptly upon receipt by Seller of notice or knowledge of the lessor under the Leases, and occurrence of any Default or Event of Default; (ii) with respect to any Purchased Asset sold to Buyer hereunder, promptly following receipt of any unscheduled Principal Payment (in full or in part); (iii) with respect to any Purchased Asset sold to Buyer hereunder, promptly following receipt by Seller of notice or knowledge that the related Mortgaged Property has been damaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, or otherwise damaged so as to affect adversely the value of such Mortgaged Property; (iv) promptly upon receipt of notice by Seller or knowledge of (A) any Purchased Asset that becomes a Defaulted Asset, (B) any lien or security interest (other than security interests created hereby) on, or claim asserted against, any Purchased Asset or, to Seller’s knowledge, the underlying collateral therefor, (C) any event or change in circumstances that has or could reasonably be expected to have a material adverse effect on the Market Value of a Purchased Asset, or (D) any change with respect to Servicer or in the servicing of any Purchased Asset; (v) promptly, and in any event within ten (10) days after service of process on any of the following, give to Buyer notice of all obligations litigation, actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are pending or threatened) or other legal or arbitrable proceedings affecting Seller or affecting any of the assets of Seller before any Governmental Authority that (A) questions or challenges the validity or enforceability of any of the Transaction Documents or any action to be taken in connection with the transactions contemplated hereby, (B) makes a claim or claims in an aggregate amount greater than $100,000, (C) which, individually or in the aggregate, if adversely determined could reasonably be likely to have a Material Adverse Effect, (D) requires filing with the SEC in accordance with the 1934 Act and any rules thereunder or (E) raises any lender licensee issues with respect to any Purchased Asset; (vi) promptly upon any transfer of any underlying Mortgaged Property or any direct or indirect equity interest in any Mortgagor of which Seller has knowledge, whether or not consent to such transfer is required under the Legal Requirements if Seller's failure to perform applicable Purchased Asset Documents; (vii) promptly, and in any event within ten (10) days after Seller or any of such Legal Requirements would adversely affect Seller's ability its ERISA Affiliates knows or has reason to consummate know that any “reportable event” (within the meaning of Section 4043(c) of ERISA) has occurred or is reasonably expected to occur in respect of a Plan that, individually or in the aggregate, either has resulted, or could reasonably be expected to result, in a Material Adverse Effect; and (viii) promptly upon receipt by Seller of notice or knowledge of the occurrence of any breach of the representations and warranties in Exhibit III of this Agreement. (bc) From Seller shall provide Buyer with copies of such documents as Buyer may reasonably request evidencing the date truthfulness of the representations set forth in Section 10 hereof, to the extent such documents are in Seller’s possession. (d) Seller shall defend the right, title and interest of Buyer in and to the Purchased Assets and any Hedging Transactions against, and take such other action as is necessary to remove, any liens, security interests, claims, encumbrances, charges and demands of all Persons thereon (other than security interests granted to Buyer hereunder), and, upon Buyer’s reasonable request, take any such other action as is necessary to obtain or preserve a first priority perfected security interest in the Purchased Assets and any Hedging Transactions. (e) Seller will permit Buyer or its designated representative to inspect any of Seller's acceptance hereof ’s records with respect to all or any portion of the Purchased Assets and the conduct and operation of its business related thereto upon Buyer’s reasonable notice at such reasonable times and with reasonable frequency requested by Buyer or its designated representative and to make copies of extracts of any and all thereof, subject to terms of any confidentiality agreement between Buyer and Seller. Buyer shall act in a commercially reasonable manner in requesting and conducting any inspection related to the earlier ofconduct and operation of Seller’s business. (f) If any amount payable under or in connection with any of the Purchased Assets shall be or become evidenced by any promissory note, other instrument or chattel paper (as each of the Closing Date foregoing is defined under the UCC), such note, instrument or termination of this Agreementchattel paper shall be immediately delivered to Buyer or its designee, duly endorsed in a manner satisfactory to Buyer or if any collateral or other security shall subsequently be delivered to Seller in connection with any Purchased Asset, Seller shall not doimmediately deliver or forward such item of collateral or other security to Buyer or its designee, suffer together with such instruments of assignment as Buyer may reasonably request. (g) Seller shall provide (or permit or agree cause to do any of be provided) to Buyer the followingfollowing financial and reporting information: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of businessMonthly Statement; (ii) Except the Quarterly Report, together with all operating statements and occupancy information that Seller or Servicer has received relating to the Purchased Assets for the related fiscal quarter; (iii) a Financial Covenant Compliance Certificate; (iv) within forty-five (45) days following the end of each of the first three quarters, and within ninety (90) days following the end of each fiscal year, as the case may be, an Officer’s Certificate of Seller in form and substance reasonably satisfactory to Buyer certifying that during such fiscal quarter or year Seller has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in this Agreement and the other Transaction Documents to be observed, performed or satisfied by it, and that there has occurred no Event of Default and no event or circumstance has occurred that is reasonably likely to result in a Material Adverse Effect; (v) within ten (10) Business Days after Buyer’s request, such further information with respect to the operation of any Mortgaged Property, Purchased Asset, the financial affairs of Seller or Guarantor and any Plan and Multiemployer Plan as may be reasonably requested by Buyer, including all business plans prepared by or for Seller's execution ; (vi) upon the request of New LeasesBuyer no more often than annually, updated Appraisals of the Mortgaged Properties relating to the Purchased Assets, at Seller’s sole cost and expense; and (vii) such other reports as provided in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunderBuyer shall reasonably request. (c) From the date of Seller's acceptance hereof to the earlier of the Closing Date or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvementsh) Seller shall permit representativesat all times comply in all material respects with all laws (including, accountantswithout limitation, agentsPrescribed Laws), employeesordinances, lendersrules and regulations of any federal, contractorsstate, appraisersmunicipal or other public authority having jurisdiction over Seller or any of its assets, architects and engineers designated by Purchaser Seller shall do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence and all licenses material to its business. (collectively "Permittees"i) access Seller agrees that, from time to and entry time upon the Property prior written request of Buyer, it shall (A) execute and deliver such further documents, provide such additional information and reports and perform such other acts as Buyer may reasonably request in order to examine, inspect, measure insure compliance with all Prescribed Laws and test to fully effectuate the Property purposes of this Agreement and access to the office (B) provide such opinions of Seller to review Seller's books and records counsel concerning matters relating to the operation thereof. Seller Prescribed Laws as Buyer may reasonably request; provided, however, that nothing in this Section 3(i) shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires be construed as requiring Buyer to conduct any environmental sampling inquiry or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing decreasing Seller’s responsibility for its statements, representations, warranties or sampling), Purchaser shall first provide Seller covenants under this Agreement. In order to enable Buyer and its respective Affiliates to comply with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller any anti-money laundering program and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, related responsibilities including, but not limited to, an environmental engineer any obligations under the Prescribed Laws and regulations thereunder, Seller, on behalf of itself and its Affiliates, represents and covenants to Buyer and its Affiliates that: (A) neither Seller, nor, any of its Affiliates, is a Prohibited Person and (B) Seller is not acting on behalf of or consultant on behalf of any Prohibited Person. Seller agrees to promptly notify Buyer or a person appointed by Buyer to administer its anti-money laundering program, if applicable, of any change in information affecting this Section 12(i). (j) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (k) Seller shall advise Buyer in writing of the opening of any new chief executive office of Seller or the closing of any such office and of any change in Seller’s name or the places where the books and records pertaining to the Purchased Assets are held not less than fifteen (15) Business Days prior to taking any such action. (l) Seller shall pay when due all Transaction Costs. Seller shall pay and discharge all Taxes, levies, liens and other charges, if any, on its assets and on the Purchased Assets that, in each case, in any manner would create any lien or charge upon the Purchased Assets, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP. (m) Seller shall maintain its existence as a limited liability company organized solely and in good standing under the law of the State of Delaware and shall not dissolve, liquidate, merge with or into any other Person or otherwise change its organizational structure or documents or identity or incorporate or organize in any other jurisdiction. (n) Seller shall maintain all records with respect to the Purchased Assets and the conduct and operation of its business with no less a degree of prudence than if the Purchased Assets were held by Seller for its own account and will furnish Buyer, upon request by Buyer or its designated representative, with information reasonably obtainable by Seller with respect to the Purchased Assets and the conduct and operation of its business. (o) Seller shall provide Buyer with notice of each modification of any Purchased Asset Documents consented to by Seller (including such modifications which do not constitute a Significant Modification). (p) Seller shall provide Buyer with reasonable access to operating statements, the occupancy status and other property level information, with respect to the Mortgaged Properties, plus any such additional reports as Buyer may reasonably request. (q) Seller may propose, and Buyer will consider, but shall be under no obligation to approve, strategies for the foreclosure or other realization upon the security for any Purchased Asset that has become a Defaulted Asset. (r) Seller shall not cause any Purchased Asset to be serviced by any servicer other than a servicer expressly approved in connection writing by Buyer. Seller shall provide written notification to Buyer within one (1) Business Day of any rating agency reducing the credit or servicer rating applicable to any servicer. (s) If Seller shall at any time become entitled to receive or shall receive any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for a Purchased Asset, or otherwise in respect thereof, Seller shall accept the same as Buyer’s agent, hold the same in trust for Buyer and deliver the same forthwith to Buyer (or Custodian, as appropriate) in the exact form received, duly endorsed by Seller to Buyer if required, together with all related and necessary duly executed Transfer Documents to be held by Buyer hereunder as additional collateral security for the Transactions. If any sums of money or property so paid or distributed in respect of the Purchased Assets shall be received by Seller, Seller shall, until such money or property is paid or delivered to Buyer, hold such money or property in trust for Buyer, segregated from other funds of Seller, as additional collateral security for the Transactions. (t) If Guarantor or any Subsidiary of Guarantor has entered into or shall enter into or amend a repurchase agreement, warehouse facility, credit facility or other similar arrangement with any environmental sampling Person which by its terms provides more favorable terms with respect to any financial covenants tested at the Guarantor level, including without limitation covenants covering the same or testing conducted by Purchaser similar subject matter set forth in accordance with this Section 7(cany Financial Covenant Compliance Certificate required to be delivered hereunder (a “More Favorable Agreement”). At Seller's request, any sampling or testing by Purchaser's environmental consultant Seller shall be conducted (i) give notice to Buyer of such more favorable terms (A) in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Sellerthe case of an existing More Favorable Agreement, its partners, agentspromptly, and employees harmless from any loss(B) in the case of a More Favorable Agreement that has not been executed, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If ten (10) Business Days’ prior to execution of such More Favorable Agreement, and (ii) enter into such amendments to this Agreement and the Closing does other Transaction Documents as may be required by Buyer to give effect to such more favorable terms (A) in the case of an existing More Favorable Agreement, no later than ten (10) Business Days after notice is given pursuant to clause (i)(A) above, or (B) in the case of a More Favorable Agreement that has not occur for any reason, Purchaser will restore (or cause to be restored)been executed, the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannerdate on which such more favorable terms become effective. (d) Seller shall notify Purchaser promptly if Seller becomes aware of any transactions or occurrence prior to the Closing Date which would make any of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respect. (e) Any vacant rentable space in the Real Property will be placed into Rent Ready Condition which is defined to be that all walls are patched and freshly painted, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean condition. (f) Seller agrees to cooperate with Purchaser's accountants (at no cost or expense to Seller) relative to the performance by said accountants of an audit of Seller's books and records relating to the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice to Seller whereupon Purchaser shall obtain a return of the Deposit and Seller shall reimburse Purchaser for the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effect.

Affirmative Covenants of Seller. Seller hereby covenants and agrees that, so long as Seller's Obligations or any Debtor Obligations with respect to any Item of Paper remain unpaid or unperformed, Seller shall: 7.1 Within fifteen (15) days after obtaining knowledge thereof, notify UJB, in writing, of each default or any circumstance which might lead to a default pursuant to any Item of Paper or the damage, destruction, loss or theft with regard to the Equipment, or any dispute or claim with regard to any Item of Paper or the Equipment or of any material adverse change in circumstances with respect to matters set forth in the representations, warranties and covenants under Sections IV, V and VI hereof. 7.2 Promptly pay and discharge all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits and upon any properties belonging to it prior to the date on which penalties attach thereto, and all lawful claims for labor, materials and supplies which, if unpaid, might become a lien or charge upon any properties of the Seller; except that no such tax, assessment, charge, levy or claim need be paid which is being contested in good faith by appropriate proceedings and for which adequate reserves shall have been set aside. 7.3 Observe, perform and comply with the covenants, warranties, duties, obligations, terms and conditions required of Seller under each Item of Paper and pursuant to this Agreement, the other Sale Documents and any other agreement or document entered into between Seller and UJB. Nothing contained herein or in any of the other Sale Documents, or any action taken, shall be deemed to release Seller from, or cause UJB to assume, or be liable for, the performance or observance of any of such covenants, warranties, duties or obligations. 7.4 Seller shall keep proper and detailed books and records with respect to each Item of Paper and the Equipment. At any time and from time to time, upon request by UJB, Seller shall permit representatives of UJB to: (a) Visit and inspect the properties of the Seller, (b) Inspect, copy and make extracts from its books and records relating in any way to the Items of Paper purchased hereunder, the Equipment or any other Collateral or in any way relating to this Agreement and/or UJB's rights and remedies hereunder, at Seller's sole cost any place designated by UJB, and (c) Discuss with its officers its respective businesses, assets, liabilities, financial condition, results of operations and expensebusiness prospects. 7.5 Comply with the requirements of all applicable laws, shall until rules, regulations and orders of any governmental authority, compliance with which is necessary to maintain its corporate existence or the earlier of, conduct of its business or non-compliance with which would materially and adversely affect: (a) its ability to perform in accordance with the Closing Date or termination terms and conditions of this Agreement, keep and perform or cause (b) any security given to secure the Seller's Obligations or the Debtor Obligations. (a) Cause to be performed maintained, in all material respects: full force and effect on the Equipment (except the Uninsured Equipment) insurance in such reasonable amounts and against such customary risks as is satisfactory to UJB, including, but without limitation, fire, theft, burglary, pilferage, loss in transit, boiler, machinery, xxxxxxx'x compensation, liability and hazard insurance. Said insurance policy or policies shall: (i) all obligations of the lessor under the Leases, Be in a form and with insurers which are satisfactory to UJB; (ii) all obligations Be for such risks and for such insured values as UJB or its assigns may require in order to replace the property in the event of Seller under actual or constructive total loss; (iii) Designate UJB and its assignees, as additional loss payee, as their interests may from time to time appear; (iv) Contain a "Breach of Warranty" clause whereby the Legal Requirements if insurer agrees that a breach of the insuring conditions or any negligence by Seller's failure , the Debtor or any other person shall not invalidate the insurance as to perform any of such Legal Requirements would adversely affect Seller's ability UJB and its assignees; (v) Provide that they may not be cancelled or materially altered without thirty (30) days prior notice to consummate this AgreementUJB and its assignees; and (vi) Upon demand, be delivered to UJB. (b) From the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any of the following: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, Obtain such additional insurance as provided in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunderUJB may reasonably require. (c) From In the date event of Seller's acceptance hereof to loss or damage, forthwith notify UJB and file proofs of loss with the earlier of the Closing Date or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereofappropriate insurer. Seller shall have the right hereby authorizes UJB to require that a representative of Seller may accompany endorse any checks or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability drafts constituting insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannerproceeds. (d) Seller shall notify Purchaser promptly if Seller becomes aware Forthwith upon receipt of any transactions or occurrence prior insurance proceeds endorse and deliver the same to the Closing Date which would make any of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectUJB. (e) Any vacant rentable space In no event shall UJB be required to: (i) ascertain the existence of or examine any insurance policy; or (ii) advise Seller or Debtor in the Real Property will be placed into Rent Ready Condition which is defined to be that all walls are patched and freshly painted, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, event such insurance coverage shall not comply with the ceiling is completed with acoustical tile and standard fluorescent lighting and requirements of this Agreement or any other Sale Documents; or (iii) obtain any insurance on the floor is in broom-clean conditionaforementioned risks. (f) Seller hereby directs any insurance company concerned to pay directly to UJB any monies which may become payable to UJB or Seller under such insurance policies, and Seller appoints UJB as attorney-in-fact (which appointment is agreed to be coupled with an interest) to endorse any draft therefore. UJB shall have the right to retain and apply the proceeds of any such insurance, at its election, to reduction of any sums due under the affected Item(s) of Paper or the Seller's Obligations. 7.7 Seller shall execute and deliver to UJB any assignment, pledge, lien, encumbrance, security agreement, Financing Statement or other documents, in form and substance satisfactory to UJB, as may reasonably be requested by UJB at any time when there are Seller's Obligations or Debtor Obligations unpaid or unperformed in order to effectuate more fully the purposes of this Agreement and/or any other Sale Documents. UJB may, where permitted by law, file such UCC Financial Statements without Seller's signature appearing thereon. 7.8 Seller shall, subject to the provisions of Section XIV hereof, pay to UJB, upon demand, together with interest at the rate of 18% per annum from the date when incurred or advanced by UJB until repaid by Seller, all costs, expenses or other sums incurred or advanced by UJB to preserve, collect and protect its interest in or realize on the Collateral, and to enforce UJB's rights as against Seller, the Debtor, any Guarantor or Pledgor, or in the prosecution or defense of any action or proceeding related to the subject matter of this Agreement, including without limitation legal fees, expenses and disbursements incurred by UJB. All such expenses, costs and other sums shall be deemed Seller's Obligations and/or Debtor Obligations secured by the Collateral. 7.9 All warranties and representations made herein by Seller, and in any other agreements or documents executed and/or delivered by Seller to UJB in connection with this Agreement, will continue to be true and accurate so long as the Seller's Obligations and the Debtor Obligations remain unpaid or unperformed. 7.10 The Seller agrees to cooperate pay any tax, assessment, penalty or other charge or liens upon or with Purchaser's accountants regard to all transactions under this Agreement, all Assignments, all Paper and the Equipment, existing at any time, whether before or after the execution and delivery of this Agreement or any Assignment, and to furnish proof thereof satisfactory to UJB, within thirty (at no cost 30) days after such payment is due; if UJB shall so elect, it may pay such taxes, assessments, penalties, charges, encumbrances or expense to Seller) relative liens and add the amount of such payments to the performance Seller's Obligations, which amount so paid shall be paid by said Seller on demand. Seller hereby indemnifies and holds UJB harmless from and against all such taxes, assessments and penalties paid (including interest) by, charged to or asserted against UJB. Notwithstanding the foregoing, Seller shall not be liable for and does not indemnity UJB for any penalties or interest resulting from UJB's gross negligence or willful misconduct (a) Seller shall, within ninety (90) days after the end of each fiscal year, furnish to UJB its balance sheet as at the end of such year, and its income and surplus statement and statement of cash flows for such fiscal year, all in reasonable detail, all prepared in accordance with generally accepted accounting principles consistently applied on a consolidated basis with its subsidiaries and affiliates, and all audited by independent certified public accountants of recognized standing selected by Seller and satisfactory to UJB, and in addition to such statements, any supplementary information to the financial reports as UJB shall reasonably require. (b) Seller shall also deliver to UJB, within forty-five (45) days after the end of each quarter-annual fiscal period of the Seller, except the fourth quarter, its balance sheet as at the end of such period, its cumulative income and surplus statement and its statement of cash flows for the period beginning on the first day of such fiscal year and ending on the date of such balance sheet, all in reasonable detail, all prepared in accordance with generally accepted accounting principles consistently applied, certified by the chief financial officer of the Seller and in addition to such statements any supplementary information to the financial reports as UJB shall reasonably require. (c) As soon as practical after the end of each month, and in any event within ten (10) days after the end of such month, Seller shall cause to be furnished to UJB a monthly detailed trial balance of the Paper purchased by UJB hereunder, as of the close of the preceding month, together with a reconciliation report showing collections, payments, adjustments and delinquencies relating to said Paper, in form and substance acceptable to UJB. All such statements shall be certified as correct by the chief financial officer of Seller. 7.12 Seller agrees to promptly pay all finders' fees, brokerage fees, commissions or similar fees payable to any person or entity in connection with the transactions described in this Agreement, if any. Seller agrees to indemnify and hold harmless UJB from and against any claim of any broker, finder or other person, together with any attorneys' fees incurred by UJB in respect thereto, arising out of the transactions contemplated by this Agreement. Seller and UJB acknowledge that they are not, as of the date of this Agreement, aware of any such fees due to any person or entity. This obligation shall survive the expiration or termination of this Agreement. 7.13 From and after the occurrence or continuation of an audit Event of Default, or as otherwise provided under Section 9 hereof, and if requested by UJB, Seller shall direct all Debtors, Guarantors or Pledgors to remit all payments under each Item of Paper to UJB or to an account designated by UJB. UJB agrees to apply such funds paid to the Seller's Obligations and the Debtor Obligations upon receipt thereof by UJB. Seller shall not modify, accept any payment from any Debtor under, or make any payment on behalf of or to any Debtor for the purpose or with the result, whether or not intended, of cancelling or preventing an Event of Default under any Item of Paper (except as otherwise provided herein), and Seller agrees that if any such payment is received by it, such payment shall be held in trust for the sole benefit of UJB and shall promptly be remitted by Seller to UJB. 7.14 The form of the Paper which now exists or shall be used by Seller and entered into in the future during the term of this Agreement and offered for sale to UJB hereunder, shall be in substantially the same form as the Paper reviewed and approved by UJB prior to the execution of this Agreement. The Seller shall not modify, amend or otherwise alter any of the terms of the Paper or any other document or writing thereto without UJB's prior written consent, or waive any of Seller's books rights, if such modification might result in any diminution or adverse effect upon the Collateral or the conduct of the business of Seller or otherwise impair the enforceability of the Paper and records relating the rights of UJB with respect to the PropertyPaper or the Equipment. If Purchaserany forms of Paper or any other related documents are furnished to Seller by UJB, Seller shall use such forms only in conjunction with transactions that Seller sells to UJB hereunder. Seller shall not disclose, distribute or otherwise disseminate any such form to any third party (other than the Debtor) or claim a proprietary interest in any such form or any other document delivered by UJB to Seller. Seller's auditors use of any such forms shall request Seller to execute not constitute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereofdefense against or waiver of Seller's breach of any representation, Purchaser may terminate warranty or covenant in this Agreement or in any Assignment. UJB's knowledge of any breach by Seller in any representation, warranty or covenant contained in this Agreement or in any Assignment, or UJB's failure to disclose its knowledge of such breach to Seller, at the time of the purchase of any Item of Paper, or at any time prior thereafter, shall neither impair UJB's ability to the Closing Date by fully enforce, nor constitute a defense against or waiver of, any of Seller's Obligations, unless UJB shall have executed an express written notice waiver of such breach. NEGATIVE COVENANTS ------------------ Seller hereby covenants and agrees that so long as Seller's Obligations or any Debtor Obligations with respect to Seller whereupon Purchaser shall obtain a return any Item of Paper remain unpaid or unperformed, it will not: 8.1 Incur, create or permit to exist any assignment, pledge, hypothecation, security interest, lien or other encumbrance on any of the Deposit Paper, the Equipment or any of the other Collateral, except: (a) liens for taxes not delinquent; and Seller shall reimburse Purchaser for the actual costs (b) those liens in favor of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effect.UJB;

Affirmative Covenants of Seller. (a) SellerSeller shall provide Buyer with copies of such documentation as Buyer may reasonably request evidencing the truthfulness of the representations set forth in Section 9, at including but not limited to a copy of Seller's sole cost partnership agreement and expense, shall until such other documents authorizing Seller to engage in this Agreement and the earlier of, the Closing Date or termination of this Agreement, keep and perform or cause to be performed in all material respects: (i) all obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate Transactions contemplated by this Agreement. (b) From the date of SellerSeller shall, at Buyer's acceptance hereof request, take all action reasonably necessary to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any of the following: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided in Section 4.3(e), sell, encumber, or grant any ensure that Buyer will have a first priority security interest in the Property in any form or manner whatsoeverPurchased Mortgage Loans and related Collateral, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in including, among other things, the Property, or which will prevent Seller's full performance execution of its obligations hereundersuch UCC financing statements as Buyer may reasonably request. (c) From the date of Seller's acceptance hereof Seller covenants that it will not create, incur or permit to the earlier of the Closing Date exist any lien, encumbrance or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day security interest in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which on any of the indemnified parties may suffer or sustain as a result Collateral without the prior express written consent of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannerBuyer. (d) Seller shall notify Purchaser promptly if Seller becomes aware of any transactions or occurrence prior maintain a hedging program with respect to the Closing Date Purchased Mortgage Loans which would make any shall be satisfactory to the Buyer and subject to the Buyer's review and revision on a daily basis. If Buyer shall determine in its sole discretion that Seller's hedging program is unsatisfactory with respect to a particular Purchased Mortgage Loan or with respect to all Purchased Mortgage Loans as a whole, the Seller shall adjust its hedging program within one Business Day of notice from the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectBuyer. (e) Any vacant rentable space The Seller shall provide Buyer with monthly compliance letters in such form and containing such information as the Real Property will be placed into Rent Ready Condition which is defined Buyer shall require including, but limited to, current status of Purchased Mortgage Loans and debt ratings of tenants under leases related to be that all walls are patched and freshly painted, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean conditionPurchased Mortgage Loans. (f) Seller agrees shall deliver to cooperate with Purchaser's accountants (at Buyer no cost or expense to Seller) relative to the performance by said accountants later than April 10, 1998, an opinion of an audit of Seller's books and records relating to the Property. If Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement at any time prior to the Closing Date by written notice counsel to Seller whereupon Purchaser shall obtain a return of the Deposit in form and substance satisfactory to Buyer. (g) Seller shall reimburse Purchaser for the actual costs of Purchaser's appraisal and environmental study use its best efforts to consummate a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force Securitization on or effectbefore September 1, 1998 (or such later date to which Buyer, in its sole discretion, may agree).

Affirmative Covenants of Seller. (a) SellerSeller shall promptly notify Buyer of any material adverse change in its business operations and/or financial condition; provided, at Seller's sole cost and expensehowever, that nothing in this Section 12 shall until the earlier of, the Closing Date or termination relieve Seller of this Agreement, keep and perform or cause to be performed in all material respects: (i) all its obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreement. (b) From the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree to do any provide Buyer with copies of such documents as Buyer may reasonably request evidencing the truthfulness of the following: (i) Enter into any transaction in respect to or affecting the Proper out of the ordinary course of business; (ii) Except for Seller's execution of New Leases, as provided representations set forth in Section 4.3(e), sell, encumber, or grant any interest in the Property in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property, or which will prevent Seller's full performance of its obligations hereunder10. (c) From Seller (1) shall defend the date right, title and interest of Seller's acceptance hereof the Buyer in and to the earlier Collateral against, and take such other action as is necessary to remove, the Liens, security interests, claims and demands of the Closing Date all Persons (other than security interests by or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance through Buyer) and shall be two (2) business days shall, at Buyer's reasonable request, take all action necessary to ensure that Buyer will have a first priority security interest in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects Portfolio Securities and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is Purchased Loans subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgment, or claim (including, without limitation, any mechanics' liens which may be filed against the Property) which any of the indemnified parties may suffer or sustain Transactions in the event such Transactions are recharacterized as a result of the exercise by Purchaser of its rights (and that of its Permittees) to enter upon the Property or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder in coverage amounts of not less than $1,000,000.00 per occurrence. If the Closing does not occur for any reason, Purchaser will restore (or cause to be restored), the Property to its former condition to the extent Purchaser or its Permittees have altered or damaged the Property in any mannersecured financings. (d) Seller shall notify Purchaser promptly if Seller becomes aware Buyer and the Depository of the occurrence of any transactions Default or occurrence prior Event of Default with respect to Seller as soon as possible but in no event later than the Closing Date which would make any second (2nd) Business Day after obtaining actual knowledge of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectsuch event. (e) Any vacant rentable space in Seller shall, at all times with respect to Purchased Securities then subject to Transactions, cause the Real Property will be placed into Rent Ready Condition which is defined special servicer rating of the special servicer with respect to all mortgage loans underlying such Purchased Security to be that no lower than "above-average" by Standard & Poor's Ratings Group. If an Act of Insolvency occurs with respect to Seller or Sponsor, Seller shall permit Buyer to transfer special servicing with respect to all walls are patched and freshly paintedmortgage loans underlying the Portfolio Securities to an entity satisfactory to Buyer at Seller's expense, each space to be demised has a fully-fixtured and operable bathroom, and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean condition. (f) Seller agrees to cooperate with Purchaser's accountants (at no cost or expense to Seller) relative to the performance by said accountants extent the Seller controls or is entitled to control the selection of an audit of Seller's books and records relating to the Propertyspecial servicer. If Purchaser's auditors shall request Seller to execute a representation letter addressed to the auditors and Seller and the auditors cannot agree on the content thereof, Purchaser may terminate this Agreement Purchased Securities at any time do not entitle the holder of such Purchased Securities to control the selection of the special servicer for the related mortgage loans (i.e. such securities are not the controlling class) and the Seller shall not have (i) caused ownership of the Related Securities to be transferred to the Seller simultaneous with or prior to the Closing Date by written notice to Seller whereupon Purchaser shall obtain a return purchase of the Deposit Purchased Securities by Buyer and (ii) delivered to the Buyer a power of attorney and any other documentation reasonably required by the Buyer sufficient to permit the Buyer upon the occurrence and during the continuance of an Event of Default to register the transfer of the Related Securities from Seller to Buyer or its designee, then Seller shall reimburse Purchaser for the actual costs of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effect.either

Affirmative Covenants of Seller. (a) Seller, at Seller's sole cost and expense, Seller shall until the earlier of, the Closing Date or termination promptly notify Buyer of this Agreement, keep and perform or cause any event and/or condition which is likely to be performed in all material respects: (i) all obligations of the lessor under the Leases, and (ii) all obligations of Seller under the Legal Requirements if Seller's failure to perform any of such Legal Requirements would adversely affect Seller's ability to consummate this Agreementhave a Material Adverse Effect. (b) From the date of Seller's acceptance hereof to the earlier of, the Closing Date or termination of this Agreement, Seller shall not do, suffer or permit or agree give notice to do any Buyer of the following:following (accompanied by an Officer’s Certificate setting forth details of the occurrence referred to therein and stating what actions Seller has taken or proposes to take with respect thereto): (i) Enter into any transaction in respect to promptly upon receipt of notice or affecting the Proper out knowledge of the ordinary course occurrence of businessany Default or Event of Default; (ii) Except for Seller's execution with respect to any Purchased Loan sold to Buyer hereunder, immediately upon receipt of New Leasesany Principal Payment (in full or in part); (iii) with respect to any Purchased Loan sold to Buyer hereunder, as provided in Section 4.3(e)immediately upon receipt of notice or knowledge that the related Mortgaged Property has been damaged by waste, sellfire, encumberearthquake or earth movement, windstorm, flood, tornado or grant any interest in the Property in any form or manner whatsoeverother casualty, or otherwise perform or permit any act which will diminish or otherwise damaged so as to affect Purchaser's interest under this Agreement or in adversely the value of such Mortgaged Property, or which will prevent Seller's full performance of its obligations hereunder.; (civ) From the date promptly upon receipt of Seller's acceptance hereof to the earlier notice or knowledge of the Closing Date (i) any Purchased Loan which becomes a Defaulted Loan, (ii) any lien or termination of this Agreement, upon reasonable advance notice from Purchaser (which notice shall be not less than one business day in advance and shall be two (2) business days in advance if Purchaser desires to inspect any occupied portions of the Improvements) Seller shall permit representatives, accountants, agents, employees, lenders, contractors, appraisers, architects and engineers designated by Purchaser (collectively "Permittees") access to and entry upon the Property to examine, inspect, measure and test the Property and access to the office of Seller to review Seller's books and records relating to the operation thereof. Seller shall have the right to require that a representative of Seller may accompany any or all of the Permittees. If Purchaser desires to conduct any environmental sampling or testing at the Property security interest (other than a customary Phase 1 Environmental Report which involves no intrusive testing or sampling), Purchaser shall first provide Seller with the proposed study plan therefor ("Plan"). The Plan is subject to the approval of Seller and no environmental sampling or testing shall be performed until the Plan therefor has been approved by Seller. Purchaser agrees that Seller may have a representative present at any inspection, sampling or testing, including, but not limited to, an environmental engineer or consultant designated by Seller (in connection with any environmental sampling or testing conducted by Purchaser in accordance with this Section 7(c). At Seller's request, any sampling or testing by Purchaser's environmental consultant shall be conducted in a manner so as to provide "split" samples or data to Seller's environmental consultant. Purchaser does hereby indemnify and forever defend and hold Seller, its partners, agents, and employees harmless from any loss, liability, suit, action judgmentsecurity interests created hereby) on, or claim asserted against, any Purchased Loan or, to Seller’s knowledge, the underlying collateral therefor or (iii) any event or change in circumstances that has or could reasonably be expected to have an adverse affect on the Market Value of a Purchased Loan; and (v) promptly, and in any event within 10 days after service of process on any of the following, give to Buyer notice of all litigation, actions, suits, arbitrations, investigations (including, without limitation, any mechanics' liens of the foregoing which may be filed against the Propertyare pending or threatened) which or other legal or arbitrable proceedings affecting Seller or affecting any of the indemnified parties may suffer assets of Seller before any Governmental Authority that (i) questions or sustain as a result challenges the validity or enforceability of any of the exercise by Purchaser of its rights Transaction Documents or any action to be taken in connection with the transactions contemplated hereby, (and that of its Permitteesii) to enter upon the Property makes a claim or the office of Seller pursuant to this Section 7.1(c). Prior to any such entry, Purchaser (or its Permittees) will deliver to Seller a certificate of Commercial General Liability insurance naming Seller and its partners as additional insured thereunder claims in coverage amounts of not less an aggregate amount greater than $1,000,000.00 per occurrence. If 5,000,000, or (iii) which, individually or in the Closing does not occur for any reasonaggregate, Purchaser will restore if adversely determined could reasonably be likely to have a Material Adverse Effect. (or cause to be restored), c) Seller shall provide Buyer with copies of such documents as Buyer may reasonably request evidencing the Property to its former condition to truthfulness of the extent Purchaser or its Permittees have altered or damaged the Property representations set forth in any mannerSection 10. (d) Seller shall notify Purchaser promptly if Seller becomes aware defend the right, title and interest of any transactions or occurrence prior Buyer in and to the Closing Date which would make any Purchased Loans against, and take such other action as is necessary to remove, the liens, security interests, claims, encumbrances, charges and demands of the representations or warranties of Seller contained in Section 7.2 hereof not true in any material respectall Persons (other than security interests granted to Buyer hereunder). (e) Any vacant rentable space in Seller will permit Buyer or its designated representative to inspect any of Seller’s records with respect to all or any portion of the Real Property will be placed into Rent Ready Condition which is defined to be that all walls are patched Purchased Loans and freshly paintedthe conduct and operation of its business related thereto, each space to be demised has a fully-fixtured at such reasonable times and operable bathroomwith reasonable frequency requested by Buyer or its designated representative, and to make copies of extracts of any and all doors have locks and are operable, the ceiling is completed with acoustical tile and standard fluorescent lighting and the floor is in broom-clean conditionthereof. (f) If any amount payable under or in connection with any of the Purchased Loans shall be or become evidenced by any promissory note, other instrument or chattel paper (as each of the foregoing is defined under the UCC), such note, instrument or chattel paper shall be immediately delivered to Buyer or its designee, duly endorsed in a manner satisfactory to Buyer or if any collateral or other security shall subsequently be delivered to Seller agrees in connection with any Purchased Loan, Seller shall immediately deliver or forward such item of collateral or other security to cooperate Buyer or its designee, together with Purchaser's accountants such instruments of assignment as Buyer may request. (at no cost g) Seller shall provide (or expense cause to be provided to) Buyer with the following financial and reporting information: (i) the Monthly Statement; (ii) within 10 days of Seller) relative ’s receipt, all operating statements and occupancy information that Seller or Servicer has received relating to the performance Portfolio Loans; (iii) the Quarterly Report; (iv) the Financial Covenant Compliance Certificate; (v) as soon as available and in any event within fifty-five (55) days after the end of each of the first three quarterly fiscal periods of each fiscal year of Seller, the unaudited, consolidated balance sheets of Seller, which shall incorporate its consolidated subsidiaries, as at the end of such period and the related unaudited, consolidated statements of income and retained earnings and of cash flows for Seller, which shall incorporate its consolidated Subsidiaries, for such period and the portion of the fiscal year through the end of such period, accompanied by an Officer’s Certificate of Seller, which certificate shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations Seller and its consolidated Subsidiaries in accordance with GAAP, consistently applied, as at the end of, and for, such period (subject to normal year-end audit adjustments); (vi) within sixty (60) days following the end of each quarter, or within one hundred twenty (120) days following the end of each fiscal year, as the case may be, an Officer’s Certificate of Seller in form and substance reasonably satisfactory to Buyer that Seller during such fiscal period or year has observed or performed all of its covenants and other agreements, and satisfied every condition, contained in the Agreement and the other Transaction Documents to be observed, performed or satisfied by it, and that there has been no Event of Default and no event or circumstance has occurred that is reasonably likely to result in a Material Adverse Effect; (vii) as soon as available and in any event within one hundred (100) days after the end of each fiscal year of Seller, the consolidated balance sheets of Seller, which shall incorporate its consolidated Subsidiaries, if any, as at the end of such fiscal year and the related consolidated statements of income and retained earnings and of cash flows for Seller, which shall incorporate its consolidated Subsidiaries, if any, for such year, accompanied by an opinion thereon of independent certified public accountants of an recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Seller and its consolidated Subsidiaries as at the end of, and for, such fiscal year in accordance with GAAP; (viii) within ten (10) Business Days after Buyer’s reasonable request, such further information with respect to the operation of any Mortgaged Property, Purchased Loan, the financial affairs of the Seller and any Plan and Multiemployer Plan as may be requested by Buyer, including all business plans prepared by or for Seller's ; provided, however, that with respect to information not previously known to, or in the possession of, Seller relating to any Multiemployer Plan, Seller shall only be required to provide such information as may be obtained through good faith efforts; (ix) within sixty (60) Business Days after the end of each calendar year, such information as may be reasonably requested by Buyer, its successors and assigns, and transferees, in connection with the Portfolio Loans, and that are necessary for the party requesting such information in preparing its tax return and paying taxes in any country or jurisdiction where such tax return or taxes are due; and (x) such other reports as Buyer shall reasonably require. (h) Seller shall at all times comply in all material respects with all laws, ordinances, rules and regulations of any federal, state, municipal or other public authority having jurisdiction over Seller or any of its assets and Seller shall do or cause to be done all things reasonably necessary to preserve and maintain in full force and effect its legal existence, and all licenses material to its business. (i) Seller shall at all times keep proper books of records and accounts in which full, true and correct entries shall be made of its transactions in accordance with GAAP and set aside on its books from its earnings for each fiscal year all such proper reserves in accordance with GAAP. (j) Seller shall advise Buyer in writing of the opening of any new chief executive office or the closing of any such office and of any change in Seller’s name or the places where the books and records relating pertaining to the PropertyPurchased Securities are held not less than the later of fifteen (15) Business Days prior to taking any such action or 90 days before any financial statement filing will lapse, lose perfection or become materially misleading. (k) Seller shall observe, perform and satisfy all the terms, provisions, covenants and conditions required to be observed, performed or satisfied by it, and shall pay when due all costs, fees and expenses required to be paid by it, under the Transaction Documents. If Purchaser's auditors Seller shall request pay and discharge all taxes, levies, liens and other charges, if any, on its assets and on the Purchased Loans that, in each case, in any manner would create any lien or charge upon the Purchased Loans, except for any such taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided in accordance with GAAP. (l) Seller to execute shall maintain its existence as a representation letter addressed limited liability company, organized solely and in good standing under the law of the State of Delaware and shall not dissolve, liquidate, merge with or into any other Person or otherwise change its organizational structure or identity or incorporate in any other jurisdiction. (m) Seller shall maintain all records with respect to the auditors and Seller Purchased Loans and the auditors cannot agree on conduct and operation of its business with no less a degree of prudence than if the content thereofPurchased Loans were held by Seller for its own account and will furnish Buyer, Purchaser may terminate this Agreement at any time prior upon request by Buyer or its designated representative, with information reasonably obtainable by Seller with respect to the Closing Date Purchased Loans and the conduct and operation of its business. (n) Seller shall provide Buyer with notice of each modification of any Purchased Loan Documents consented to by written Seller (including such modifications which do not constitute a Significant Modification). (o) Seller shall provide Buyer with notice to Seller whereupon Purchaser shall obtain a return of the Deposit and occurrence of any “appraisal reduction event”, “control appraisal period” or similar event under any participation agreement related to any Purchased Loan. (p) Seller shall reimburse Purchaser provide Buyer with reasonable access to operating statements, the occupancy status and other property level information, with respect to the Mortgaged Properties, plus any such additional reports as Buyer may reasonably request. (q) Seller may propose, and Buyer will consider but shall be under no obligation to approve, strategies for the actual costs foreclosure or other realization upon the security for any Purchased Loan that has become a Defaulted Loan. (r) Seller shall not cause any Purchased Loan to be serviced by any servicer other than a servicer expressly approved in writing by Buyer. (s) In the event that the Seller has entered into or shall enter into or amend a repurchase agreement, warehouse facility, credit facility or other similar arrangement with any person which by its terms provides more favorable terms with respect to any financial covenants, including without limitation covenants covering the same or similar subject matter as that set forth in the Financial Covenant Compliance Certificate (a “More Favorable Agreement”), the terms of Purchaser's appraisal and environmental study to a maximum amount of $8,500.00 and this Agreement shall become null and void and of no further force or effectbe deemed automatically amended to include such more favorable terms contained in such More Favorable Agreement, provided that if the more favorable terms are under an agreement that contains financial terms more favorable to Seller than the financial terms set forth in this Agreement, Buyer shall not be entitled to such more favorable terms unless Buyer also agrees to such more favorable financial terms.