Common use of Existing Leases Clause in Contracts

Existing Leases. In addition to the representations and warranties --------------- set forth in the Absolute Assignment, Mortgagor represents and warrants to Mortgagee that, as of the date of this Mortgage and as to each existing Lease: (i) the Lease has been duly executed by the lessor and lessee thereunder, is in full force and effect and is valid, binding and enforceable against each of said parties in accordance with its terms; (ii) a complete copy of each commercial lease has been delivered to the Mortgagee and is a true, correct and complete copy of the entire Lease; (iii) neither the lessor nor the lessee has failed to comply with any obligation imposed upon such party thereunder except such lessees as are listed on Exhibit C annexed to the Absolute Assignment of Rents and Leases executed on this date by Mortgagor; (iv) neither the Lease, nor any Rents payable thereunder, have heretofore been sold, assigned, transferred or set over by any instrument now in force, nor, unless indicated to the contrary in the Assignment, is the Lease other than a direct lease from Mortgagor, or its predecessor in interest to a lessee; (v) no installment of Rents has been paid more than thirty (30) days prior to the due date for such installment; (vi) the lessee does not have and has not claimed any defense, abatement, deduction, offset, claim or counterclaim affecting the payment of Rents or compliance with the lessee's other obligations thereunder, and all Rents provided for in the Lease are currently being collected free thereof and without any violation of any law or other governmental regulation or requirement; (vii) the Lease contains no option to buy or right of first refusal with respect to an offer to sell the Mortgaged Property or any part thereof; (viii) Mortgagor has the sole and unconditional right and power to sell, assign, transfer and set over the Lease to Mortgagee and to confer upon Mortgagee the rights, interests, power and authority herein granted and conferred; and (ix) the Lease is, by its express terms, unconditionally subject and subordinate to the lien of this Mortgage or, in the case of the residential Leases, subject to the provisions of the Private Housing Finance Law.

Existing Leases. In addition To such Seller’s knowledge, (A) the information with respect to the representations and warranties --------------- Existing Leases set forth in the Absolute Assignment, Mortgagor represents and warrants to Mortgagee that, as of the date of this Mortgage and as to each existing Lease: (i) the Lease has been duly executed by the lessor and lessee thereunder, Exhibit “H” hereto is in full force and effect and is valid, binding and enforceable against each of said parties in accordance with its terms; (ii) a complete copy of each commercial lease has been delivered to the Mortgagee and is a true, correct and complete copy of the entire Lease; in all material respects and (iiiB) neither the lessor nor the lessee has failed to comply with any obligation imposed upon such party thereunder except such lessees as are listed on Exhibit C annexed to the Absolute Assignment of Rents and Leases executed on this date by Mortgagor; (iv) neither the LeaseSeller, nor any Rents payable thereundertenant under any Existing Lease, is in default under any Existing Lease. Such Seller has not given to any tenant any written notice of default under any of the Existing Leases that remains uncured. Such Seller represents that (1) at the time of the Applicable Closing, such Seller shall have heretofore been sold, assigned, transferred accepted no prepayment of rent or set over by other payments under any instrument now of the Existing Leases (except for rental for the current month and payments that are required to be made in force, nor, unless indicated advance pursuant to the contrary terms and provisions of the Existing Leases) in advance for more than one month and no rent, prepaid rent, cash security deposit or security deposit in a form other than cash are held by such Seller, except the deposits described on Exhibit “J” and rent for the current month, (2) at the time of the Applicable Closing, such Seller shall not have terminated any of the Existing Leases by agreement with the tenant (except by reason of a default by the tenant thereunder or except for notices given to indicate the landlord’s intention not to permit the term of the lease to continue or be renewed for an additional term), (3) such Seller has or will deliver to Buyer true, correct and complete in all material respects (including all material amendments thereto) copies of all Existing Leases, (3) except as disclosed on Exhibit “H”, the Existing Leases contain no free rent period, rental concession, rental abatement or other benefit granted to tenants under the Existing Leases which extend beyond the Applicable Closing Date, (4) there are no options or rights to renew, extend or terminate the Existing Leases or expand any Existing Lease premises, except as shown in the AssignmentRent Roll and the Leases, is the Lease other than a direct lease from Mortgagor, or its predecessor in interest to a lessee; (v5) no installment of Rents has been paid more than thirty (30) days prior to the brokerage commission or similar fee is due date for or unpaid by such installment; (vi) the lessee does not have and has not claimed any defense, abatement, deduction, offset, claim or counterclaim affecting the payment of Rents or compliance with the lessee's other obligations thereunder, and all Rents provided for in the Lease are currently being collected free thereof and without any violation of any law or other governmental regulation or requirement; (vii) the Lease contains no option to buy or right of first refusal Seller with respect to an offer any Existing Leases, and there are no written or oral agreements that will obligate Buyer, as such Seller’s assignee, to sell the Mortgaged Property pay any such commission or fee under any part Existing Leases or extension, expansion or renewal thereof; (viii) Mortgagor has the sole and unconditional right and power to sell, assign, transfer and set over the Lease to Mortgagee and to confer upon Mortgagee the rights, interests, power and authority herein granted and conferred; and (ix6) the Lease isExisting Leases and any guaranties thereof are in full force and effect, by its express termsand are subject to no defenses, unconditionally subject and subordinate to setoffs or counterclaims for the lien of this Mortgage or, in the case benefit of the residential Leases, subject to the provisions of the Private Housing Finance Lawtenant’s therunder.

Existing Leases. In addition to the representations and warranties --------------- set forth in the Absolute Assignment, Mortgagor Xxxxxxxxx represents and warrants to Mortgagee that, as of the date of this Mortgage and as to each existing Lease: , (i) the Lease has been duly executed by the lessor and lessee thereunder, is in full force and effect and is valid, binding and enforceable against each of said parties in accordance with its terms; (ii) a complete the copy of each commercial lease has been the Lease heretofore delivered to the Mortgagee and by Xxxxxxxxx is a true, correct and complete copy of the entire Lease; (iii) neither the lessor nor the lessee has failed to comply with any obligation imposed upon such party thereunder except such lessees as are listed on Exhibit C annexed to the Absolute Assignment of Rents and Leases executed on this date by Mortgagorthereunder; (iv) neither the Lease, Lease nor any Rents payable thereunder, thereunder have heretofore been sold, assigned, transferred or set over by any instrument now in force, nor, unless indicated to the contrary in the Assignmentherein, is the Lease other than a direct lease from Mortgagor, or its predecessor in interest Mortgagor to a lessee; (v) Mortgagor is entitled to receive and enjoy all Rents payable under the Lease; (vi) no installment of Rents has been paid more than thirty (30) days prior to the due date for such installment; (vivii) the lessee does not have and has not claimed any defense, abatement, deduction, offset, claim or counterclaim affecting the payment of Rents or compliance with the lessee's other obligations thereunder, and all Rents provided for in the Lease are currently being collected free thereof and without any violation of any law or other governmental regulation or requirement; (viiviii) the Lease contains no option to buy or right of first refusal with respect to an offer to sell the Mortgaged Property or any part thereof; , (viiiix) Mortgagor has the sole and unconditional right and power to sell, assign, transfer and set over the Lease to Mortgagee and to confer upon Mortgagee the rights, interests, power and authority herein granted and conferred; and (ixx) the Lease is, by its express terms, unconditionally subject and subordinate to the lien of this Mortgage or, in the case of the residential Leases, subject to the provisions of the Private Housing Finance LawMortgage.

Existing Leases. In addition to To Seller’s knowledge, (1) the representations and warranties --------------- list of Existing Leases set forth in Exhibit “E” hereto is true and correct in all material respects, and except for the Absolute Assignment, Mortgagor represents and warrants to Mortgagee that, as Seller’s Existing Leases there are no occupancy or other contracts for the possession of all or any part of the Seller’s Premises, (2) there are no unpaid installments of leasing or brokerage commissions that are payable after Closing with respect to the current term of such Existing Leases entered into prior to the date hereof, (3) except as expressly set forth in such Existing Leases, there are no unpaid landlord obligations for tenant improvements that are payable after Closing in connection with the current term of this Mortgage such Existing Leases entered into prior to the date hereof, (4) Seller has not given to any tenant nor received from any tenant any written notice of default that remains uncured under any of the Seller’s Existing Leases, except as may be set forth on Exhibit “E-1” and (5) no rental or monetary concessions have been granted to tenants not contained in such Existing Leases. Seller represents that (A) at the time of Closing, Seller shall have accepted no prepayment of rent under any of the Seller’s Existing Leases (except for rental for the current month and payments that are required to be made in advance pursuant to the terms and provisions of such Existing Leases or as set forth on Exhibit “E-1” attached hereto), (B) at the time of Closing, Seller shall not have terminated any of such Existing Leases subsequent to each existing Lease: the expiration of the Inspection Period by agreement with the tenant (i) the Lease has been duly executed except as permitted by the lessor terms of any such Existing Lease or by reason of a default by the tenant thereunder or except for notices given to indicate the landlord’s intention not to permit the term of the lease to continue or be renewed for an additional term), and lessee thereunder(C) to Seller’s knowledge, is in full force and effect and is valid, binding and enforceable against each the copies of said parties in accordance with its terms; (ii) a complete copy Seller’s Existing Leases previously delivered or made available to Buyer by or on behalf of each commercial lease has been delivered to the Mortgagee and is a Seller are true, correct and complete copy in all material respects (including all material amendments thereto). Except as set forth on Exhibit “E-2”, none of the entire Lease; (iii) neither the lessor nor the lessee has failed to comply with any obligation imposed upon such party thereunder except such lessees as are listed on Exhibit C annexed to the Absolute Assignment of Rents and Leases executed on this date by Mortgagor; (iv) neither the Lease, nor any Rents payable thereunder, have heretofore been sold, assigned, transferred or set over by any instrument now in force, nor, unless indicated to the contrary in the Assignment, Properties is the Lease other than a direct lease from Mortgagor, or its predecessor in interest to a lessee; (v) no installment of Rents has been paid more than thirty (30) days prior to the due date for such installment; (vi) the lessee does not have and has not claimed any defense, abatement, deduction, offset, claim or counterclaim affecting the payment of Rents or compliance with the lessee's other obligations thereunder, and all Rents provided for in the Lease are currently being collected free thereof and without any violation of any law or other governmental regulation or requirement; (vii) the Lease contains no option to buy or right of first refusal with respect to an offer to sell the Mortgaged Property or any part thereof; (viii) Mortgagor has the sole and unconditional right and power to sell, assign, transfer and set over the Lease to Mortgagee and to confer upon Mortgagee the rights, interests, power and authority herein granted and conferred; and (ix) the Lease is, by its express terms, unconditionally subject and subordinate to the lien of this Mortgage or, in the case of the residential Leases, subject to the provisions of the Private Housing Finance Lawany affordable housing requirement, restriction, covenant or agreement.

Existing Leases. In addition Subject to Section 8.1, other than the Leases listed in the Rent Roll, the Seller has not entered into any written contract or agreement with respect to the representations use or occupancy of the Property that will be binding on the Purchaser after the Closing. The copies of the Leases and warranties --------------- all tenant correspondence files heretofore delivered by the Seller to the Purchaser are true, correct and complete copies thereof, and such Leases have not been amended except as evidenced by amendments similarly delivered and constitute the entire agreement between the Seller and the tenants thereunder. Except as otherwise set forth in the Absolute Assignment, Mortgagor represents and warrants to Mortgagee that, as of the date of this Mortgage and as to each existing LeaseRent Roll : (i) to the Lease has been duly executed by Seller’s actual knowledge each of the lessor and lessee thereunder, Leases is in full force and effect and is valid, binding and enforceable against each of said parties in accordance with its termson the terms set forth therein; (ii) to the Seller’s actual knowledge there are no uncured defaults or circumstances which with the giving of notice, the passage of time or both would constitute a complete copy default thereunder by Seller; (iii) to the Seller’s actual knowledge each of each commercial lease its tenants is required to pay all sums and perform all material obligations set forth therein without any concessions, abatements, offsets, defenses or other basis for relief or adjustment except as disclosed in the Property Documents; (iv) to the Seller’s actual knowledge, none of its tenants has asserted or has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Lease except as disclosed in the Property Documents; (v) except as disclosed in the Property Documents, the Seller has no outstanding obligation to provide any of its tenants with an allowance to perform, or to perform at its own expense, any tenant improvements; (vi) except as disclosed in the Property Documents, none of its tenants has prepaid any rent or other charges relating to the post-Closing period; (vii) except as disclosed in the Property Documents, to the Seller’s actual knowledge, none of its tenants has filed a petition in bankruptcy or for the approval of a plan of reorganization or management under the Federal Bankruptcy Code or under any other similar state law, or made an admission in writing as to the relief therein provided, or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the benefit of creditors, or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian for any of its property, in any case that would have a material adverse effect on the business or operations of the Property; (viii) to the Seller’s actual knowledge except as disclosed in the Property Documents, none of its tenants under a Lease has in the past 12 months requested in writing a modification of its Lease, or a written release of its obligations under its Lease in any material respect or has given written notice terminating its Lease, or has been delivered released by Seller of its obligations thereunder prior to the Mortgagee normal expiration of the term thereof; (ix) except as set forth in the Property Documents, no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any of its Leases or any transaction related thereto; and (x) except as disclosed in the Property Documents, all brokerage commissions currently due and payable with respect to each of its Leases have; been paid. The information set forth in the Rent Roll is a true, correct and complete copy of the entire Lease; (iii) neither the lessor nor the lessee has failed to comply with any obligation imposed upon such party thereunder except such lessees as are listed on Exhibit C annexed to the Absolute Assignment of Rents and Leases executed on this date by Mortgagor; (iv) neither the Lease, nor any Rents payable thereunder, have heretofore been sold, assigned, transferred or set over by any instrument now in force, nor, unless indicated to the contrary in the Assignment, is the Lease other than a direct lease from Mortgagor, or its predecessor in interest to a lessee; (v) no installment of Rents has been paid more than thirty (30) days prior to the due date for such installment; (vi) the lessee does not have and has not claimed any defense, abatement, deduction, offset, claim or counterclaim affecting the payment of Rents or compliance with the lessee's other obligations thereunder, and all Rents provided for in the Lease are currently being collected free thereof and without any violation of any law or other governmental regulation or requirement; (vii) the Lease contains no option to buy or right of first refusal with respect to an offer to sell the Mortgaged Property or any part thereof; (viii) Mortgagor has the sole and unconditional right and power to sell, assign, transfer and set over the Lease to Mortgagee and to confer upon Mortgagee the rights, interests, power and authority herein granted and conferred; and (ix) the Lease is, by its express terms, unconditionally subject and subordinate to the lien of this Mortgage or, in the case of the residential Leases, subject to the provisions of the Private Housing Finance Lawmaterial respects.

Existing Leases. In addition With respect to those Leases listed on Exhibit "F" attached hereto and made a part hereof (the "Existing Xxxxxx Leases"), as assigned by Evanston Insurance Company (an affiliate of Tenant) to Landlord, (a) Tenant acknowledges and accepts the existence of such Existing Xxxxxx Leases, and acknowledges and agrees that neither the Existing Xxxxxx Leases nor any rights of the tenants thereunder shall alter, diminish, reduce or modify any obligations of Tenant hereunder, including, but not limited to, obligations to pay Rent and Additional Rent hereunder, notwithstanding that parties other than Tenant have occupancy rights under and pursuant to the representations Existing Xxxxxx Leases and warranties --------------- the space demised thereby; (b) Tenant requests that Landlord permit Tenant to receive and retain the rights to receive the rent and other performance by the tenants under the Existing Xxxxxx Leases, as if such Existing Xxxxxx Leases constituted subleases permitted hereby; (c) Landlord agrees that Tenant shall be entitled to receive and retain the rights to receive the rent and other performance by the tenants under the Existing Xxxxxx Leases, as if such Existing Xxxxxx Leases constituted subleases permitted hereby; (d) Landlord agrees that Tenant shall be entitled to negotiate with, take actions with respect to, and otherwise deal with such tenants under the Existing Xxxxxx Leases, as if such Existing Xxxxxx Leases constituted subleases permitted hereby, and, in connection therewith Landlord agrees that Landlord shall enter into any modification or amendment of such Existing Xxxxxx Leases as Tenant may direct Landlord in writing, subject to Landlord's review and approval thereof, which shall not be unreasonably withheld, delayed or conditioned, (e) Tenant shall have no right to modify or amend any covenant set forth in any Existing Xxxxxx Lease which would increase or impose any new (or extended) obligations on Landlord or on the Absolute Assignmentsuccessor in title to any landlord or lessor thereunder, Mortgagor represents and warrants to Mortgagee that, as after the expiration of the date Term of this Mortgage and as to each existing Lease: (i) the Lease has been duly executed by the lessor and lessee thereunder, is in full force and effect and is valid, binding and enforceable against each of said parties in accordance with its terms; (ii) a complete copy of each commercial lease has been delivered to the Mortgagee and is a true, correct and complete copy of the entire Lease; (iii) neither the lessor nor the lessee has failed to comply with any obligation imposed upon such party thereunder except such lessees as are listed on Exhibit C annexed to the Absolute Assignment of Rents and Leases executed on this date by Mortgagor; (iv) neither the Lease, nor any Rents payable thereunder, have heretofore been sold, assigned, transferred or set over by any instrument now in force, nor, unless indicated to the contrary in the Assignment, is the Lease other than a direct lease from Mortgagor, or its predecessor in interest to a lessee; (v) no installment of Rents has been paid more than thirty (30) days prior to the due date for such installment; (vi) the lessee does not have and has not claimed any defense, abatement, deduction, offset, claim or counterclaim affecting the payment of Rents or compliance with the lessee's other obligations thereunder, and all Rents provided for in the Lease are currently being collected free thereof and without any violation of any law or other governmental regulation or requirement; (vii) the Lease contains no option to buy or right of first refusal with respect to an offer to sell the Mortgaged Property or any part thereof; (viii) Mortgagor has the sole and unconditional right and power to sell, assign, transfer and set over the Lease to Mortgagee and to confer upon Mortgagee the rights, interests, power and authority herein granted and conferred; and (ixf) Landlord hereby relinquishes any rights to which Tenant is entitled under this Paragraph 10.04 during the Lease is, by its express terms, unconditionally subject and subordinate to the lien Term or extended Term of this Mortgage or, in the case of the residential Leases, subject to the provisions of the Private Housing Finance LawLease.

Existing Leases. In addition to the representations and warranties --------------- set forth in the Absolute Assignment, Mortgagor represents and warrants to Mortgagee that, as As of the date hereof, Lessee is a party to --------------- existing leases on certain Transponders, and the lessees under certain of such leases are, in turn, sublessors under subleases, which leases and subleases (not including any Occasional Use Service Contract) are listed in Exhibit D-1 (as to the leases) and Exhibit D-2 (as to the subleases) (collectively, the "Existing Leases"). --------------- Contemporaneously with the execution and delivery of this Mortgage and as Lease, Lessee is assigning to each existing Lease: (i) the Lease has been duly executed by the lessor and lessee thereunderLessor, is in full force and effect and is valid, binding and enforceable against each of said parties in accordance with its terms; (ii) a complete copy of each commercial lease has been delivered pursuant to the Mortgagee Assignment Agreement dated as of December 27, 1991 between STLC and is a trueOwner Trustee, correct and complete copy as additional security for all of the entire Lease; (iii) neither the lessor nor the lessee has failed to comply with any obligation imposed upon Lessee's obligations hereunder its rights under such party thereunder except such lessees as are listed on Exhibit C annexed to the Absolute Assignment of Rents and Leases executed on this date by Mortgagor; (iv) neither the LeaseExisting Leases, nor any Rents payable thereunder, have heretofore been sold, assigned, transferred or set over by any instrument now in force, nor, unless indicated to the contrary in the Assignment, is the Lease other than a direct lease from Mortgagor, or its predecessor in interest to a lessee; (v) no installment of Rents has been paid more than thirty (30) days prior to the due date for such installment; (vi) the lessee does not have and has not claimed any defense, abatement, deduction, offset, claim or counterclaim affecting the payment of Rents or compliance with the lessee's other obligations thereunder, and all Rents provided for in the Lease are currently being collected free thereof and without any violation of any law or other governmental regulation or requirement; (vii) the Lease contains no option to buy or right of first refusal with respect to the provision of transponder capacity on any Transponder and on the Satellite only (other than the Chevron, ISBN Space Segment Services Agreement Xx. XXXXX000, dated May 15, 1990); provided, however, that Lessee shall not be -------- ------- required to obtain an offer acknowledgement of or consent to sell such assignment from any Sublessee under any Existing Leases or to notify, and in connection therewith Lessor hereby agrees not to notify, any such Sublessees of the Mortgaged Property or any part thereofassignment unless an Event of Default shall have occurred and be continuing; (viii) Mortgagor has and provided, -------- further, however, that Lessee shall remain primarily liable to such Sublessees ------- ------- to perform Lessee's obligations under the sole and unconditional right and power Existing Leases. In addition, Lessee shall remain primarily liable to sell, assign, transfer and set over Lessor for the performance of all of the terms of the Lease to Mortgagee and to confer upon Mortgagee the rights, interests, power and authority herein granted and conferred; and (ix) the same extent as if such Existing Lease is, by its express terms, unconditionally subject and subordinate to the lien of this Mortgage or, in the case of the residential Leases, subject to the provisions of the Private Housing Finance Lawhad not occurred.

Existing Leases. In addition to the representations and warranties --------------- set forth in the Absolute Assignment, Mortgagor represents and warrants to Mortgagee that, as of the date of this Mortgage and as to each existing Lease: , (i) the Lease has been duly executed by the lessor and lessee thereunder, is in full force and effect and is valid, binding and enforceable against each of said parties in accordance with its terms; (ii) a complete the copy of each commercial lease has been the Lease heretofore delivered to the Mortgagee and by Mortgagor is a true, correct and complete copy of the entire Lease; (iii) neither the lessor nor the lessee has failed to comply with any obligation imposed upon such party thereunder except such lessees as are listed on Exhibit C annexed to the Absolute Assignment of Rents and Leases executed on this date by Mortgagorthereunder; (iv) neither the Lease, Lease nor any Rents payable thereunder, thereunder have heretofore been sold, assigned, transferred or set over by any instrument now in force, nor, unless indicated to the contrary in the Assignmentherein, is the Lease other than a direct lease from Mortgagor, or its predecessor in interest Mortgagor to a lessee; (v) Mortgagor is entitled to receive and enjoy all Rents payable under the Lease; (vi) no installment of Rents has been paid more than thirty (30) days prior to the due date for such installment; (vivii) the lessee does not have and has not claimed any defense, abatement, deduction, offset, claim or counterclaim affecting the payment of Rents or compliance with the lessee's other obligations thereunder, and all Rents provided for in the Lease are currently being collected free thereof and without any violation of any law or other governmental regulation or requirement; (viiviii) the Lease contains no option to buy or right of first refusal with respect to an offer to sell the Mortgaged Property or any part thereof; (viiiix) Mortgagor has the sole and unconditional right and power to sell, assign, transfer and set over the Lease to Mortgagee and to confer upon Mortgagee the rights, interests, power and authority herein granted and conferred; and (ixx) the Lease is, by its express terms, unconditionally subject and subordinate to the lien of this Mortgage or, in the case of the residential Leases, subject to the provisions of the Private Housing Finance LawMortgage.

Existing Leases. In addition to To Seller's knowledge, (1) the representations and warranties --------------- list of Existing Leases set forth in the Absolute AssignmentExhibit "C" hereto is true and correct in all material respects, Mortgagor represents and warrants to Mortgagee that, as of the date of this Mortgage and as to each existing Lease: (i2) the Lease has been duly executed by the lessor and lessee thereunder, is Existing Leases are in full force and effect and is valid, binding and enforceable against each non of said parties in accordance with its terms; (ii) a complete copy of each commercial lease them has been delivered modified, amended or extended, (3) there are no security deposits or other deposits other than those set forth in the Rent Roll, (4) there are no unpaid installments of leasing or brokerage commissions that are payable after Closing with respect to the Mortgagee current term of Existing Leases entered into prior to the date hereof, (5) except as expressly set forth in the Existing Leases, there are no unpaid landlord obligations for tenant improvements that are payable after Closing in connection with the current term of Existing Leases entered into prior to the date hereof, (6) Seller has not given to any tenant nor received from any tenant any written notice of default that remains uncured under any of the Existing Leases, (7) no rental or monetary concessions have been granted to tenants not contained in the Existing Leases, (8) no tenant, or any other person, entity or association has an option to purchase, right of first refusal, right or first offer or other similar right in respect of all or any unit of the Premises, (9) no action or proceeding instituted against Company by any tenant of any unit in the Premises is presently pending, and is (10) no uncompleted work (outside the ordinary course of the operation of the Premises) with respect to any part of the Premises demised under any of the Existing Leases to be performed by Seller will remain incomplete after the time of Closing. Seller represents that (A) at the time of Closing, Seller shall have accepted no prepayment of rent under any of the Existing Leases (except for rental for the current month and payments that are required to be made in advance pursuant to the terms and provisions of the Existing Leases), (B) at the time of Closing, Seller shall not have terminated any of the Existing Leases subsequent to the expiration of the Inspection Period by agreement with the tenant (except as permitted by the terms of any such Existing Lease or by reason of a default by the tenant thereunder or except for notices given to indicate the landlord's intention not to permit the term of the lease to continue or be renewed for an additional term), and (C) to Seller's knowledge, the copies of the Existing Leases previously delivered or made available to Buyer by or on behalf of Seller are true, correct and complete copy of the entire Lease; in all material respects (iii) neither the lessor nor the lessee has failed to comply with any obligation imposed upon such party thereunder except such lessees as are listed on Exhibit C annexed to the Absolute Assignment of Rents and Leases executed on this date by Mortgagor; (iv) neither the Lease, nor any Rents payable thereunder, have heretofore been sold, assigned, transferred or set over by any instrument now in force, nor, unless indicated to the contrary in the Assignment, is the Lease other than a direct lease from Mortgagor, or its predecessor in interest to a lessee; (v) no installment of Rents has been paid more than thirty (30) days prior to the due date for such installment; (vi) the lessee does not have and has not claimed any defense, abatement, deduction, offset, claim or counterclaim affecting the payment of Rents or compliance with the lessee's other obligations thereunder, and including all Rents provided for in the Lease are currently being collected free thereof and without any violation of any law or other governmental regulation or requirement; (vii) the Lease contains no option to buy or right of first refusal with respect to an offer to sell the Mortgaged Property or any part thereof; (viii) Mortgagor has the sole and unconditional right and power to sell, assign, transfer and set over the Lease to Mortgagee and to confer upon Mortgagee the rights, interests, power and authority herein granted and conferred; and (ix) the Lease is, by its express terms, unconditionally subject and subordinate to the lien of this Mortgage or, in the case of the residential Leases, subject to the provisions of the Private Housing Finance Lawmaterial amendments thereto).

Existing Leases. In addition to the representations and warranties --------------- set forth in the Absolute Assignment, Mortgagor represents and warrants to Mortgagee that, as As of the date hereof, Lessee is a party to --------------- existing leases on certain Transponders, and the lessees under certain of such leases are, in turn, sublessors under subleases, which leases and subleases (not including any Occasional Use Service Contract) are listed in Exhibit D-1 (as to the leases) and Exhibit D-2 (as to the subleases) (collectively, the "Existing Leases"). --------------- Contemporaneously with the execution and delivery of this Mortgage and as Lease, Lessee is assigning to each existing Lease: (i) the Lease has been duly executed by the lessor and lessee thereunderLessor, is in full force and effect and is valid, binding and enforceable against each of said parties in accordance with its terms; (ii) a complete copy of each commercial lease has been delivered pursuant to the Mortgagee Assignment Agreement dated as of December 27, 1991 between STLC and is a trueOwner Trustee, correct and complete copy as additional security for all of the entire Lease; (iii) neither the lessor nor the lessee has failed to comply with any obligation imposed upon Lessee's obligations hereunder its rights under such party thereunder except such lessees as are listed on Exhibit C annexed to the Absolute Assignment of Rents and Leases executed on this date by Mortgagor; (iv) neither the LeaseExisting Leases, nor any Rents payable thereunder, have heretofore been sold, assigned, transferred or set over by any instrument now in force, nor, unless indicated to the contrary in the Assignment, is the Lease other than a direct lease from Mortgagor, or its predecessor in interest to a lessee; (v) no installment of Rents has been paid more than thirty (30) days prior to the due date for such installment; (vi) the lessee does not have and has not claimed any defense, abatement, deduction, offset, claim or counterclaim affecting the payment of Rents or compliance with the lessee's other obligations thereunder, and all Rents provided for in the Lease are currently being collected free thereof and without any violation of any law or other governmental regulation or requirement; (vii) the Lease contains no option to buy or right of first refusal with respect to the provision of transponder capacity on any Transponder and on the Satellite only (other than the Chevron, ISBN Space Segment Services Agreement Xx. XXXXX000, dated May 15, 1990); provided, however, that Lessee shall not be -------- ------- required to obtain an offer acknowledgment of or consent to sell such assignment from any Sublessee under any Existing Leases or to notify, and in connection therewith Lessor hereby agrees not to notify, any such Sublessees of the Mortgaged Property or any part thereofassignment unless an Event of Default shall have occurred and be continuing; (viii) Mortgagor has and provided, -------- further, however, that Lessee shall remain primarily liable to such Sublessees ------- ------- to perform Lessee's obligations under the sole and unconditional right and power Existing Leases. In addition, Lessee shall remain primarily liable to sell, assign, transfer and set over Lessor for the performance of all of the terms of the Lease to Mortgagee and to confer upon Mortgagee the rights, interests, power and authority herein granted and conferred; and (ix) the same extent as if such Existing Lease is, by its express terms, unconditionally subject and subordinate to the lien of this Mortgage or, in the case of the residential Leases, subject to the provisions of the Private Housing Finance Lawhad not occurred.

Existing Leases. In addition All leases relating to or affecting the Premises are set forth on Exhibit “E” hereto, (the “Existing Leases”). (1) The information set forth on Exhibit “E” is true, correct and complete in all material respects; (2) at the time of Closing, Seller shall have accepted no prepayment of rent under any of the Existing Leases (except (i) with respect to the representations All Risks, Ltd. lease where the July 2004 rental payment has already been paid, and warranties --------------- which will be credited to Purchaser in accordance with Section 7(a)(ii) and (ii) for rental for the current month and payments that are required to be made in advance pursuant to the terms and provisions of the Existing Leases), (3) at the time of Closing, Seller shall not have terminated any of the Existing Leases by agreement with the tenant (except by reason of a default by the tenant thereunder), and (4) Seller has delivered to Buyer true and complete copies of those Existing Leases entered into during the period of Seller’s ownership of the Premises. Except as otherwise set forth in the Absolute AssignmentExhibit “E”, Mortgagor represents and warrants to Mortgagee thatSeller’s knowledge, as of the date of this Mortgage and as to each existing Lease: (i) each of the Lease has been duly executed by the lessor and lessee thereunder, Existing Leases is in full force and effect and is valid, binding and enforceable against each of said parties in accordance with its termson the terms set forth therein; (ii) a complete copy no tenant has asserted in writing or, to Seller’s knowledge, has any defense to, offsets or claims against rent payable by it or the performance of each commercial lease has been delivered to the Mortgagee and is a true, correct and complete copy of the entire its other obligations under its Existing Lease; (iii) neither the lessor nor the lessee Seller has failed no outstanding obligation to comply provide any tenant with an allowance to construct or to construct at its own expense, any obligation imposed upon such party thereunder except such lessees as are listed on Exhibit C annexed to the Absolute Assignment of Rents and Leases executed on this date by Mortgagortenant improvements; (iv) neither all tenant finish and brokerage commissions due with respect to each of the Lease, nor any Rents payable thereunder, have heretofore Existing Leases has been sold, assigned, transferred or set over by any instrument now in force, nor, unless indicated to the contrary in the Assignment, is the Lease other than a direct lease from Mortgagor, or its predecessor in interest to a lesseepaid; (v) except as set forth in the Existing Leases, no installment of Rents has been paid more than thirty (30) days prior tenant is entitled to the due date for such installmentany rent concession; (vi) the lessee does not no rents have been prepaid for more than one month in advance; and has not claimed any defense, abatement, deduction, offset, claim or counterclaim affecting the payment of Rents or compliance with the lessee's other obligations thereunder, and all Rents provided for in the Lease are currently being collected free thereof and without any violation of any law or other governmental regulation or requirement; (vii) Seller has delivered to Buyer true and complete copies of those Existing Leases not entered into during the Lease contains no option to buy or right period of first refusal with respect to an offer to sell the Mortgaged Property or any part thereof; (viii) Mortgagor has the sole and unconditional right and power to sell, assign, transfer and set over the Lease to Mortgagee and to confer upon Mortgagee the rights, interests, power and authority herein granted and conferred; and (ix) the Lease is, by its express terms, unconditionally subject and subordinate to the lien of this Mortgage or, in the case Seller’s ownership of the residential Leases, subject to the provisions of the Private Housing Finance LawPremises.

Existing Leases. In addition to During the representations and warranties --------------- set forth in period from the Absolute Assignment, Mortgagor represents and warrants to Mortgagee that, as expiration of the date Inspection Period through Closing (or earlier termination of this Mortgage and as Agreement or default by Buyer hereunder), Seller shall not enter into new leases for portions of the Premises now vacant or for portions of the Premises which may become vacant, or enter into any amendments of any Existing Leases or consent to each existing Lease: any renewals, extensions or expansions of Existing Leases or agree to any rental concessions (other than (i) those to which the Lease has been duly executed by tenant is entitled pursuant to the lessor and lessee thereunderterms of the Existing Leases, is in full force and effect and is valid, binding and enforceable against each of said parties in accordance with its terms; (ii) a complete copy of each commercial lease has been delivered to those for which the Mortgagee and rent is a truegreater than the rent shown on the Rent Roll (as hereinafter defined) for the applicable unit, correct and complete copy of the entire Lease; (iii) neither the lessor nor the lessee has failed to comply following rental concessions: 10% discounts for law enforcement officers, 5% discount for teachers, 5% discount for hospital personnel, and 3% discount for senior citizens (such discounts are taken off market rent, on one year leases only and cannot be combined with any obligation imposed upon other discount or concession), so long as not more than twenty (20) new leases subject to such party thereunder except concessions are executed after the expiration of the Inspection Period, and (iv) those rental concessions which are paid by Seller prior to the Closing Date, and in all events using forms substantially the same as those used for the Existing Leases) without first submitting such lessees a copy of such proposed lease or lease amendment (including any renewal, extension or expansion as to which the lessor's consent is required) to Buyer for Buyer's approval. If Buyer does not disapprove in writing such a proposed lease or amendment (or renewal, extension or expansion agreement) within five (5) business days of Buyer's receipt of a copy thereof, Buyer shall be deemed to have approved the proposed lease or amendment (or renewal, extension or expansion agreement). All such new leases and modifications approved or deemed approved by Buyer (and renewals, extensions or expansions approved or deemed approved by Buyer or as to which the lessor's consent is not required), all new leases entered into prior to the expiration of the Inspection Period, and the presently existing leases that are listed on Exhibit C annexed to "C" hereto are collectively herein called the Absolute Assignment "Existing Leases". The termination or expiration of Rents and any of the Existing Leases executed on this date by Mortgagor; (iv) neither the Lease, nor any Rents payable thereunder, have heretofore been sold, assigned, transferred or set over by any instrument now in force, nor, unless indicated to the contrary in the Assignment, is the Lease other than a direct lease from Mortgagor, or its predecessor in interest to a lessee; (v) no installment of Rents has been paid more than thirty (30) days prior to the due date for such installment; (vi) the lessee does Closing shall not have and has not claimed any defense, abatement, deduction, offset, claim or counterclaim affecting the payment of Rents or compliance with the lessee's other obligations thereunder, and all Rents provided for in the Lease are currently being collected free thereof and without any violation of any law or other governmental regulation or requirement; (vii) the Lease contains no option excuse Buyer from its obligation to buy or right of first refusal with respect to an offer to sell the Mortgaged Property or any part thereof; (viii) Mortgagor has the sole and unconditional right and power to sell, assign, transfer and set over the Lease to Mortgagee complete Closing and to confer upon Mortgagee pay the rights, interests, power and authority herein granted and conferred; and (ix) the Lease is, by its express terms, unconditionally subject and subordinate to the lien of this Mortgage or, in the case of the residential Leases, subject to the provisions of the Private Housing Finance Lawfull Purchase Price.

Existing Leases. In addition With respect to those Leases listed on Exhibit "F" attached hereto and made a part hereof (the "Existing Xxxxxx Leases"), as assigned by Essex Insurance Company (an affiliate of Tenant) to Landlord, (a) Tenant acknowledges and accepts the existence of such Existing Xxxxxx Leases, and acknowledges and agrees that neither the Existing Xxxxxx Leases nor any rights of the tenants thereunder shall alter, diminish, reduce or modify any obligations of Tenant hereunder, including, but not limited to, obligations to pay Rent and Additional Rent hereunder, notwithstanding that parties other than Tenant have occupancy rights under and pursuant to the representations Existing Xxxxxx Leases and warranties --------------- the space demised thereby; (b) Tenant requests that Landlord permit Tenant to receive and retain the rights to receive the rent and other performance by the tenants under the Existing Xxxxxx Leases, as if such Existing Xxxxxx Leases constituted subleases permitted hereby; (c) Landlord agrees that Tenant shall be entitled to receive and retain the rights to receive the rent and other performance by the tenants under the Existing Xxxxxx Leases, as if such Existing Xxxxxx Leases constituted subleases permitted hereby; (d) Landlord agrees that Tenant shall be entitled to negotiate with, take actions with respect to, and otherwise deal with such tenants under the Existing Xxxxxx Leases, as if such Existing Xxxxxx Leases constituted subleases permitted hereby, and, in connection therewith Landlord agrees that Landlord shall enter into any modification or amendment of such Existing Xxxxxx Leases as Tenant may direct Landlord in writing, subject to Landlord's review and approval thereof, which shall not be unreasonably withheld, delayed or conditioned, (e) Tenant shall have no right to modify or amend any covenant set forth in any Existing Xxxxxx Lease which would increase or impose any new (or extended) obligations on Landlord or on the Absolute Assignmentsuccessor in title to any landlord or lessor thereunder, Mortgagor represents and warrants to Mortgagee that, as after the expiration of the date Term of this Mortgage and as to each existing Lease: (i) the Lease has been duly executed by the lessor and lessee thereunder, is in full force and effect and is valid, binding and enforceable against each of said parties in accordance with its terms; (ii) a complete copy of each commercial lease has been delivered to the Mortgagee and is a true, correct and complete copy of the entire Lease; (iii) neither the lessor nor the lessee has failed to comply with any obligation imposed upon such party thereunder except such lessees as are listed on Exhibit C annexed to the Absolute Assignment of Rents and Leases executed on this date by Mortgagor; (iv) neither the Lease, nor any Rents payable thereunder, have heretofore been sold, assigned, transferred or set over by any instrument now in force, nor, unless indicated to the contrary in the Assignment, is the Lease other than a direct lease from Mortgagor, or its predecessor in interest to a lessee; (v) no installment of Rents has been paid more than thirty (30) days prior to the due date for such installment; (vi) the lessee does not have and has not claimed any defense, abatement, deduction, offset, claim or counterclaim affecting the payment of Rents or compliance with the lessee's other obligations thereunder, and all Rents provided for in the Lease are currently being collected free thereof and without any violation of any law or other governmental regulation or requirement; (vii) the Lease contains no option to buy or right of first refusal with respect to an offer to sell the Mortgaged Property or any part thereof; (viii) Mortgagor has the sole and unconditional right and power to sell, assign, transfer and set over the Lease to Mortgagee and to confer upon Mortgagee the rights, interests, power and authority herein granted and conferred; and (ixf) Landlord hereby relinquishes any rights to which Tenant is entitled under this Paragraph 10.04 during the Lease is, by its express terms, unconditionally subject and subordinate to the lien Term or extended Term of this Mortgage or, in the case of the residential Leases, subject to the provisions of the Private Housing Finance LawLease.

Existing Leases. In addition to the representations and warranties --------------- set forth in the Absolute Assignment, Mortgagor represents and warrants to Mortgagee that, as of the date of this Mortgage and as to each existing Lease: (i) Other than the Lease Leases listed in the Rent Roll, Seller has been duly executed by not entered into any contract or agreement with respect to the lessor and lessee thereunder, is in full force and effect and is valid, occupancy or sale of the Property or any portion or portions thereof which will be binding and enforceable against each of said parties in accordance with its termson Purchaser after the Closing; (ii) a complete copy the copies of each commercial lease has been the Leases heretofore delivered by Seller to the Mortgagee and is a Purchaser are true, correct and complete copy of the entire Leasecopies thereof; (iii) neither except as provided on Schedule 4.1(e) attached hereto, the lessor nor Leases have not been amended except as evidenced by amendments similarly delivered and constitute the lessee has failed to comply with any obligation imposed upon such party thereunder except such lessees as are listed on Exhibit C annexed to entire agreement between Seller and the Absolute Assignment of Rents and Leases executed on this date by Mortgagortenants thereunder; (iv) neither to Seller’s knowledge, there are no existing defaults by Seller or any tenant under any of the Lease, nor any Rents payable thereunder, have heretofore been sold, assigned, transferred or set over by any instrument now in force, nor, unless indicated to the contrary in the Assignment, is the Lease other than a direct lease from Mortgagor, or its predecessor in interest to a lesseeLeases; (v) no installment Seller has paid all sales and use taxes that are due and owing on rentals paid under all of Rents has been paid more than thirty (30) days prior to the due date for such installmentLeases; (vi) the lessee does not have all Tenant Inducement Costs and has not claimed all commissions that are or were due to any defense, abatement, deduction, offset, claim broker or counterclaim affecting the payment of Rents or compliance salesperson in connection with the lessee's other obligations thereunder, Leases have been paid in full and all Rents provided Purchaser shall not be liable for in any Tenant Inducement Costs or commissions related to the Lease are currently being collected free thereof and without any violation of any law or other governmental regulation or requirementLeases; (vii) Amendments of License Agreements in the Lease contains no option to buy or right form attached hereto as Exhibit “H” for each of first refusal with respect to an offer to sell the Mortgaged Property or any part thereofLicense Agreements have been executed and delivered by each party thereto and are fully enforceable against each party thereto; and (viii) Mortgagor has the sole and unconditional right and power to sell, assign, transfer and set over Xxxxx Xxxxxx Termination Letter is in the form required under the Xxxxx Xxxxxx Lease to Mortgagee terminate the Xxxxx Xxxxxx Lease and prior to confer upon Mortgagee Closing, Seller shall have taken all required actions and given all required notices in accordance with the rights, interests, power and authority herein granted and conferred; and (ix) the Lease is, by its express terms, unconditionally subject and subordinate to the lien of this Mortgage or, in the case terms of the residential LeasesXxxxx Xxxxxx Lease as required for the Xxxxx Xxxxxx Lease to be terminated on or before September 30, subject 2012 and assuming that the Purchaser pays the Xxxxx Xxxxxx Termination Fee when such fee is required to be paid, the provisions of the Private Housing Finance LawXxxxx Xxxxxx Lease will terminate according to its terms.

Existing Leases. In addition Seller represents that all rent due from tenants of the Building is not in arrears on the date hereof. Other than the Leases listed on Exhibit "G" attached hereto, Seller has not entered into any contract or agreement with respect to the representations and warranties --------------- set forth in the Absolute Assignment, Mortgagor represents and warrants to Mortgagee that, as occupancy of the date of this Mortgage and as to each existing Lease: (i) Property or any portion or portions thereof which will be binding on Purchaser or the Lease has been duly executed by Property after the lessor and lessee thereunder, is in full force and effect and is valid, binding and enforceable against each of said parties in accordance with its terms; (ii) a complete Closing. The copy of each commercial lease has been the Leases heretofore delivered or made available by Seller to the Mortgagee and is Purchaser are a true, correct and complete copy of copies thereof, and the Leases have not been amended except as evidenced by amendments similarly delivered and listed on Exhibit "G" attached hereto and constitute the entire Lease; (iii) neither agreement between Seller and the lessor nor the lessee tenant thereunder. To Seller's knowledge, except as set forth in Exhibit "I" attached hereto, Seller has failed not given or received any written notice of any party's default or failure to comply with the terms and provisions of the Leases which remains uncured. Seller is the landlord under each of the leases and has not assigned, mortgaged, pledged, sublet, hypothecated or otherwise encumbered any obligation imposed upon such party thereunder except such lessees of its rights or interests under any of the leases in a manner which will survive the Closing. The security deposits delivered by each tenant under Leases are as are set forth in Exhibit "G". No tenant has paid any rents more than one (1) month in advance. Except as set forth in Exhibit "G", no tenant is entitled to any free rent, abatement of rent or similar concession. Anything to the contrary contained in this sub-section (e) notwithstanding, with regard to the License Agreement and Permit to Enter Upon Premises, each dated June 26, 2003, between Seller and The Long Island Rail Road Company listed on Exhibit C annexed G attached hereto, Seller is not landlord but rather licensee, and Seller shall continue to the Absolute Assignment of Rents and Leases executed on this date by Mortgagor; (iv) neither the Lease, nor any Rents payable thereunder, have heretofore been sold, assigned, transferred or set over by any instrument now in force, nor, unless indicated to the contrary in the Assignment, is the Lease other than a direct lease from Mortgagor, or its predecessor in interest to a lessee; (v) no installment of Rents has been paid more than thirty (30) days prior to the due date for such installment; (vi) the lessee does not have and has not claimed any defense, abatement, deduction, offset, claim or counterclaim affecting the payment of Rents or compliance with the lessee's other obligations be licensee thereunder, and all Rents provided for in the Lease are currently being collected free thereof and without any violation of any law or other governmental regulation or requirement; (vii) the Lease contains no option said instruments shall not be assigned to buy or right of first refusal with respect to an offer to sell the Mortgaged Property or any part thereof; (viii) Mortgagor has the sole and unconditional right and power to sell, assign, transfer and set over the Lease to Mortgagee and to confer upon Mortgagee the rights, interests, power and authority herein granted and conferred; and (ix) the Lease is, by its express terms, unconditionally subject and subordinate to the lien of this Mortgage or, in the case of the residential Leases, subject to the provisions of the Private Housing Finance LawPurchaser.

Existing Leases. In addition Notwithstanding the provisions of Section 4.1 above, Seller has disclosed to Buyer the existence of the following two leases with third party tenants for space in Building A: (a) a lease to the representations Orange County Bar Association ("OCBA") for 7425 square feet of space on the first floor of Building A for a term that expires on November 30, 2007, with no option to extend (the "OCBA Lease"), and warranties --------------- set forth in the Absolute Assignment, Mortgagor represents and warrants to Mortgagee that, as of the date of this Mortgage and as to each existing Lease: (i) the Lease has been duly executed by the lessor and lessee thereunder, is in full force and effect and is valid, binding and enforceable against each of said parties in accordance with its terms; (iib) a lease to Xxxxxxx & Associates for 1420 square feet of space on the 4th floor of Building A for a term that expires on May 31, 2006, with no option to extend (the "AA Lease"). The OCBA Lease and the AA Lease are referred to as the "Existing Leases" and the tenants thereunder are referred to as the "Existing Tenants." Prior to the Due Diligence Expiration Date, Seller shall deliver to Buyer a true and complete copy of each commercial lease has been delivered of the Existing Leases. As of the Closing and at Seller’s option, either (i) Seller shall have caused the Existing Leases to be terminated and the Existing Tenants to vacate Building A, or (ii) Seller shall remain as the lessor to the Mortgagee Existing Leases as a direct lease between Seller and is the Existing Tenants and as a truesublease to the Lease for Building A , correct and complete copy of the entire Lease; or (iii) neither Buyer shall assume the lessor nor the lessee has failed to comply with any obligation imposed upon such party thereunder except such lessees as are listed on Exhibit C annexed to the Absolute Assignment of Rents and Leases executed on this date by Mortgagor; (iv) neither the Lease, nor any Rents payable thereunder, have heretofore been sold, assigned, transferred or set over by any instrument now in force, nor, unless indicated to the contrary Seller’s interest in the Assignment, is the Lease other than Existing Leases as a direct lease from Mortgagorbetween Buyer and the Existing Tenants. If clause (ii) above is applicable to an Existing Lease, then such Existing Lease shall be considered as a sublease between Seller and the Existing Tenant, and except as provided below, Seller shall be solely responsible for the Existing Lease as a sublease under the Seller Lease for Building A and Buyer shall have no obligations or its predecessor liabilities in interest to a lessee; (v) no installment of Rents has been paid more than thirty (30) days prior to the due date for such installment; (vi) the lessee does not have and has not claimed any defense, abatement, deduction, offset, claim or counterclaim affecting the payment of Rents or compliance connection with the lessee's other obligations thereunder, and all Rents provided for in the Lease are currently being collected free thereof and without any violation of any law or other governmental regulation or requirement; (vii) the Lease contains no option to buy or right of first refusal with respect to an offer to sell the Mortgaged Property or any part thereof; (viii) Mortgagor has the sole and unconditional right and power to sell, assign, transfer and set over the Lease to Mortgagee and to confer upon Mortgagee the rights, interests, power and authority herein granted and conferred; and (ix) the Lease is, by its express terms, unconditionally subject and subordinate to the lien of this Mortgage or, in the case of the residential Leases, subject to the provisions of the Private Housing Finance Law.Existing