Common use of Leases; Rent Roll Clause in Contracts

Leases; Rent Roll. As of the date of the Agreement there are no leases, subleases, licenses or other rental agreements or occupancy agreements (written or verbal) which grant any possessory interest in and to any space situated on or in the Improvements or that otherwise give rights with regard to use of the Improvements other than the Leases described in the Rent Roll. The Rent Roll is true, accurate and complete as of the date hereof. Except as otherwise specifically set forth in the Rent Roll or elsewhere in this Agreement: (a) except as set forth on the Rent Roll, the Leases are in full force and effect and none of them has been modified, amended or extended; (b) no tenant, or any other person, entity or association has an option to purchase, right of first refusal, right of first offer or other similar right in respect of all or any unit in the Property; (c) no leasing commission shall be due for any period subsequent to the time of Closing other than for Tenants who have executed a lease prior to Closing but do not move in until after the time of Closing, which commissions shall be paid by Purchaser; (d) except as otherwise set forth on Attachment I to the Rent Roll, no tenant is entitled to rental concessions or abatements for any period subsequent to the time of Closing; (e) Seller has neither sent written notice to any tenant of the Property, nor received any notice from any such tenant, claiming that such tenant, or Seller, as the case may be, is in default, which default remains uncured other than as shown on the Rent Roll; (f) to the best knowledge of Seller, no action or proceeding instituted against Seller by any tenant of any unit in the Property is presently pending; (g) there are no security deposits or other deposits other than those set forth in the Rent Roll; (h) no rent has been paid more than thirty (30) days in advance under any lease of any unit in the Property other than as shown on the Rent Roll; (i) no uncompleted work with respect to any part of the Property demised under any of the Leases to be performed by Seller will remain incomplete after the time of Closing; and (j) all brokerage commissions with respect to the Leases shall have been paid in full by the time of Closing.

Leases; Rent Roll. As Except as disclosed in the rent roll relating to the Property (the “Rent Roll”) and the aging report and tenant estoppels relating to the Property, each delivered to and approved by Lender in connection with the closing of the date of the Agreement there are no leasesLoan, subleases, licenses or other rental agreements or occupancy agreements (written or verbal) which grant any possessory interest in and to any space situated on or in the Improvements or that otherwise give rights with regard to use of the Improvements other than the Leases described in the Rent Roll. The Rent Roll is true, accurate and complete as of the date hereof. Except as otherwise specifically set forth in the Rent Roll or elsewhere in this Agreement: (a) except as set forth on Borrower is the Rent Roll, sole owner of the entire lessor’s interest in the Leases; (b) the Leases are valid and enforceable and in full force and effect effect; (c) all of the Leases are arms-length agreements with bona fide, independent third parties; (d) to Borrower’s knowledge, no party under any Lease is in default; (e) to Borrower’s knowledge, all Payments due have been paid in full and no tenant is in arrears in its payment of any Payments; (f) none of them the Payments reserved in the Leases have been assigned or otherwise pledged or hypothecated by Borrower; (g) to Borrower’s knowledge, none of the Payments have been collected for more than one (1) month in advance (except a security deposit shall not be deemed rent collected in advance); (h) the premises demised under the Leases have been completed and the tenants under the Leases have accepted the same and have taken possession of the same on a rent-paying basis; (i) to Borrower’s knowledge, there exist no offsets or defenses to the payment of any portion of the Payments and Borrower has been modified, amended no monetary obligation to any tenant under any Lease; (j) Borrower has received no notice from any tenant challenging the validity or extended; enforceability of any Lease; (bk) there are no agreements with the tenants under the Leases other than expressly set forth in each Lease; (l) the Leases are valid and enforceable against Borrower and the tenants set forth therein; (m) no tenant, or any other person, entity or association has Lease contains an option to purchase, right of first refusalrefusal to purchase, right of first offer or other similar right in respect of all or any unit in the Property; (c) no leasing commission shall be due for any period subsequent refusal to the time of Closing other than for Tenants who have executed a lease prior to Closing but do not move in until after the time of Closing, which commissions shall be paid by Purchaser; (d) except as otherwise set forth on Attachment I to the Rent Roll, no tenant is entitled to rental concessions or abatements for any period subsequent to the time of Closing; (e) Seller has neither sent written notice to any tenant of additional space at the Property, nor received or any notice from other similar provision; (n) no person or entity has any such tenant, claiming that such tenantpossessory interest in, or Sellerright to occupy, as the case may be, is in default, which default remains uncured other than as shown on the Rent Roll; Property except under and pursuant to a Lease; (fo) to the best knowledge of SellerBorrower’s knowledge, no action or proceeding instituted against Seller by tenants have exercised any tenant of any unit in the Property is presently pending; right to “go dark” that they may have under their Leases; (gp) there are no all security deposits or other deposits other than those set forth in the Rent Roll; (h) no rent has been paid more than thirty (30) days in advance under any lease of any unit in the Property other than as shown on the Rent Roll; (i) no uncompleted work with respect to any part of the Property demised under any of the Leases to be performed by Seller will remain incomplete after the time of Closing; and (j) all brokerage commissions with respect relating to the Leases shall reflected on the certified rent roll delivered to Lender have been paid collected by Borrower; (q) no brokerage commissions or finders fees are currently due and payable regarding any Lease; (r) each tenant is in actual, physical occupancy of the premises demised under its Lease and is paying full by the time of Closingrent under its Lease; and (s) no tenant under any Major Lease is, to Borrower’s knowledge, a debtor in any state or federal bankruptcy or insolvency proceeding.

Leases; Rent Roll. As Seller has heretofore delivered or made available to Purchasers copies of all material leases, licenses and occupancy agreements affecting the date Properties to which any Partnership Entity or Parallel Partnership Entity is a party, either directly, through assignment or as successor landlord (for the avoidance of doubt, not including Specialty Leases, storage leases and other agreements for carts and other common area marketing and sponsorship activities), including all amendments and modifications thereto and guarantees relating thereto (collectively, the Agreement “Leases”), and such copies delivered or made available to Purchasers are true, complete and correct in all material respects. Except for the Leases (and any Specialty Leases, storage leases and other agreements for carts and other common area marketing and sponsorship activities) or as would not materially and adversely affect the Properties, there are no leases, subleases, other material leases or licenses or other rental agreements or occupancy agreements (written or verbal) which grant any possessory interest in and effect with respect to any space situated on Property to which any Partnership Entity or in the Improvements Parallel Partnership Entity is a party, either directly, through assignment or that otherwise give rights with regard to use of the Improvements as successor landlord, and no third party (other than the Leases described in tenants under the foregoing) has any right to occupy any material portion of the Property (except for rights of REA Parties). The rent roll for each of the Properties (excluding, for the avoidance of doubt, the rent roll for any Specialty Leases) attached hereto as Schedule 11.1.6(a) (the “Rent Roll. The ”), and the updated Rent Roll to be delivered at Closing, is true, accurate correct and complete in all material respects as of the date hereofindicated therein and is a correct and complete copy in all material respects of the rent roll for the applicable Property prepared and maintained by the applicable Property Owner in the normal course of its business. Except To WPG’s Knowledge, except as otherwise specifically set forth in disclosed on Schedule 11.1.6(b) or on the Rent Roll or elsewhere for each Property, with respect to each Property, in this Agreement: all material respects, (ai) except as set forth on the Rent Roll, the Leases of such Property are valid and in full force and effect effect, (ii) the Property Owner of such Property has not assigned or pledged its interest in such Leases, except in connection with the Assumed Mortgage Debt and the New Mortgage Debt, (iii) neither Seller nor the Property Owner of such Property has given or received a written notice under any Lease of such Property regarding the existence of any material default that has not been cured as of the Effective Date, (iv) no Seller Party has received written notice under any Material Lease of such Property regarding the termination of such Material Lease, (v) landlord is not in material default, and none of them has been modified, amended or extended; (b) no tenant, or any other person, entity or association has an option to purchase, right of first refusal, right of first offer or other similar right in respect of all or any unit in the Property; (c) no leasing commission shall be due for any period subsequent to the time of Closing other than for Tenants who have executed a lease prior to Closing but do not move in until after the time of Closing, which commissions shall be paid by Purchaser; (d) except as otherwise set forth on Attachment I to the Rent Roll, no tenant is entitled to rental concessions or abatements for any period subsequent to the time of Closing; (e) Seller has neither sent written notice to any tenant of the Property, nor received any notice from any such tenant, claiming that such tenant, or Seller, as the case may be, is in default, which default remains uncured other than as shown on the Rent Roll; (f) to the best knowledge of Seller, no action or proceeding instituted against Seller by any tenant of any unit in the Property is presently pending; (g) there are no security deposits or other deposits other than those set forth in the Rent Roll; (h) no rent has been paid more than thirty (30) days in advance under any lease of any unit in the Property other than as shown on the Rent Roll; (i) no uncompleted work with respect to any part of the Property demised tenants under any of the Leases of such Property is in material default, as of the Effective Date under any such Leases, and as of the Effective Date (and at Closing as of the Closing Date), no Seller Party has received written notice from any tenant under a Material Lease of such tenant’s intention to be performed by cease operations at such Property, (vi) there are no options to expand, rights of first refusal (to either lease any other portion of the applicable Property or purchase any portion of the applicable Property), or options to purchase any portion of the applicable Property in the Leases, and (vii) no tenant is currently conducting, or has notified any Seller will remain incomplete after Party in writing that it intends to conduct, an audit of common area maintenance charges, operating expenses, insurance expenses, tax or similar charges under its Lease, except as disclosed on the time Rent Roll. To WPG’s Knowledge, the list of Closingtenant early termination, exclusivity or co-tenancy rights set forth on Schedule 11.1.6(c) is true, correct and complete in all material respects; and (jprovided, however, that Schedule 11.1.6(c) all brokerage commissions with respect does not include the list of customary termination rights related to the Leases shall have been paid in full by the time of Closingcasualty or condemnation.

Leases; Rent Roll. As To the best of the date of the Agreement there are no leases, subleases, licenses or other rental agreements or occupancy agreements (written or verbal) which grant any possessory interest in Seller's knowledge and to any space situated on or in the Improvements or that otherwise give rights with regard to use of the Improvements other than the Leases described in the Rent Roll. The Rent Roll is true, accurate and complete as of the date hereof. Except as otherwise specifically set forth in the Rent Roll or elsewhere in this Agreement: (a) except as set forth on Exhibit F attached hereto (i) each tenant shown on the Rent RollRoll is in possession of its respective space, and (ii) the Leases are Lease related to such space is in full force and effect and none has not been amended, assigned or modified except pursuant to any amendment, assignment or modification delivered to Buyer as part of them has been modifiedthe Property Information. Except as set forth in Exhibit F attached hereto, amended or extended; (bi) no tenanttenant has asserted to Seller, or any other person, entity or association has an option to purchase, right of first refusal, right of first offer or other similar right in respect of all or any unit in the Property; (c) no leasing commission shall be due for any period subsequent to the time best of Closing other than for Tenants who have executed a lease prior Seller's knowledge has, any defense to Closing but do not move in until after its Lease nor any claim against the time landlord with respect to or arising out of Closing, which commissions shall be paid by Purchaser; the tenancy; (dii) except as otherwise set forth on Attachment I to the Rent Rollbest of Seller's knowledge, no tenant is entitled in default under its Lease; (iii) with the exception of on-going maintenance work which is the obligation of Seller as landlord under any Lease, all work required to rental concessions or abatements for any period subsequent to the time of Closing; (e) Seller has neither sent written notice to any tenant of the Property, nor received any notice from any such tenant, claiming that such tenant, or be done by Seller, as landlord, has been or by the case may be, is in default, which default remains uncured Closing will be done or furnished; (iv) no tenant has any option or other than as shown on right to purchase the Rent Roll; Property or any part thereof or interest therein; (fv) to the best knowledge of Seller's knowledge, no action or proceeding instituted against Seller by any tenant of any unit in the Property is presently pending; (g) there are no security deposits adverse or other deposits other than those parties in possession of the Property or any part thereof except Seller and tenants under the written Leases set forth in the Rent Roll; , (hvi) to the best of Seller's knowledge, no rent tenant has been paid more than thirty initiated or had initiated against it any insolvency, bankruptcy, receivership or other similar proceeding; (30vii) days in advance under any lease of any unit except as disclosed in the Property other than as shown on Information, no tenant has paid any rent in advance except for the Rent Roll; current month, (iviii) no uncompleted tenant is currently entitled to receive any improvement or work allowance or take a rental reduction to pay for tenant improvements; (ix) there are no leasing or other commissions due, nor will any become due, in connection with respect any Lease, any renewal, extension, or expansion of any Lease and no understanding or agreement with any party exists as to a payment of any leasing commissions or fees regarding future Leases or as to procuring of tenants; and (x) none of the Leases and none of the rents or other amounts payable under the Leases has been assigned, pledged or encumbered by Seller except pursuant to a mortgage loan to be satisfied at Closing. There are no oral or other terms or agreements between Seller and any of the tenants except as set forth in the Leases or delivered to Buyer as part of the Property demised under any of the Leases to be performed by Seller will remain incomplete after the time of Closing; and (j) all brokerage commissions with respect to the Leases shall have been paid in full by the time of ClosingInformation.

Leases; Rent Roll. As Seller has heretofore delivered or made available to Purchasers copies of all material leases, licenses and occupancy agreements affecting the date Properties to which any Partnership Entity or Parallel Partnership Entity is a party, either directly or through assignment (for the avoidance of doubt, not including Specialty Leases, storage leases and other agreements for carts and other common area marketing and sponsorship activities), including all amendments and modifications thereto and guarantees relating thereto (collectively, the Agreement “Leases”), and such copies delivered or made available to Purchasers are true, complete and correct in all material respects. Except for the Leases (and any Specialty Leases, storage leases and other agreements for carts and other common area marketing and sponsorship activities) or as would not materially and adversely affect the Properties, there are no leases, subleases, other material leases or licenses or other rental agreements or occupancy agreements (written or verbal) which grant any possessory interest in and effect with respect to any space situated on Property to which any Partnership Entity or in the Improvements or that otherwise give rights with regard to use of the Improvements Parallel Partnership Entity is a party, and no third party (other than the Leases described in tenants under the foregoing) has any right to occupy any material portion of the Property (except for rights of REA Parties). The rent roll for each of the Properties (excluding, for the avoidance of doubt, the rent roll for any Specialty Leases) attached hereto as Schedule 11.1.6(a) (the “Rent Roll. The ”), and the updated Rent Roll to be delivered at Closing, is true, accurate correct and complete in all material respects as of the date hereof. Except as otherwise specifically set forth indicated therein and is a correct and complete copy in all material respects of the rent roll for the applicable Property prepared and maintained by the applicable Property Owner in the Rent Roll or elsewhere in this Agreement: (a) normal course of its business. To WPG’s Knowledge, except as set forth disclosed on the Rent RollSchedule 11.1.6(b), with respect to each Property, in all material respects, (i) the Leases of such Property are valid and in full force and effect effect, (ii) the Property Owner of such Property has not assigned or pledged its interest in such Leases, except in connection with the Assumed Mortgage Debt, the New Mortgage Debt, the mortgage as of the Effective Date secured by the Pearlridge Property or the mortgage as of the Effective Date secured by the Scottsdale Property (the last two of which shall be paid off at Closing), (iii) neither Seller nor the Property Owner of such Property has given or received a written notice under any Lease of such Property regarding the existence of any material default that has not been cured as of the Effective Date, (iv) no Seller Party has received written notice under any Material Lease of such Property regarding the termination of such Material Lease, (v) landlord is not in material default, and none of them has been modified, amended or extended; (b) no tenant, or any other person, entity or association has an option to purchase, right of first refusal, right of first offer or other similar right in respect of all or any unit in the Property; (c) no leasing commission shall be due for any period subsequent to the time of Closing other than for Tenants who have executed a lease prior to Closing but do not move in until after the time of Closing, which commissions shall be paid by Purchaser; (d) except as otherwise set forth on Attachment I to the Rent Roll, no tenant is entitled to rental concessions or abatements for any period subsequent to the time of Closing; (e) Seller has neither sent written notice to any tenant of the Property, nor received any notice from any such tenant, claiming that such tenant, or Seller, as the case may be, is in default, which default remains uncured other than as shown on the Rent Roll; (f) to the best knowledge of Seller, no action or proceeding instituted against Seller by any tenant of any unit in the Property is presently pending; (g) there are no security deposits or other deposits other than those set forth in the Rent Roll; (h) no rent has been paid more than thirty (30) days in advance under any lease of any unit in the Property other than as shown on the Rent Roll; (i) no uncompleted work with respect to any part of the Property demised tenants under any of the Leases of such Property is in material default, as of the Effective Date under any such Leases, and as of the Effective Date (and at Closing as of the Closing Date), no Seller Party has received written notice from any tenant under a Material Lease of such tenant’s intention to be performed by cease operations at such Property, (vi) there are no options to expand, rights of first refusal (to either lease any other portion of the applicable Property or purchase any portion of the applicable Property), or options to purchase any portion of the applicable Property in the Leases, and (vii) no tenant is currently conducting, or has notified any Seller will remain incomplete after Party in writing that it intends to conduct, an audit of common area maintenance charges, operating expenses, insurance expenses, tax or similar charges under its Lease, except as disclosed on the time Rent Roll. To WPG’s Knowledge, the list of Closing; and (jtenant early termination, exclusivity or co-tenancy rights set forth on Schedule 11.1.6(c) is true, correct and complete in all brokerage commissions with respect to the Leases shall have been paid in full by the time of Closingmaterial respects.

Leases; Rent Roll. As Except as disclosed in the rent roll relating to the Property (the “Rent Roll”) and the aging report and tenant estoppels relating to the Property, each delivered to and approved by Lender in connection with the closing of the date of the Agreement there are no leasesLoan, subleases, licenses or other rental agreements or occupancy agreements (written or verbal) which grant any possessory interest in and to any space situated on or in the Improvements or that otherwise give rights with regard to use of the Improvements other than the Leases described in the Rent Roll. The Rent Roll is true, accurate and complete as of the date hereof. Except as otherwise specifically set forth in the Rent Roll or elsewhere in this Agreement: (a) except as set forth on Borrower is the Rent Roll, sole owner of the entire lessor’s interest in the Leases; (b) the Leases are valid and enforceable and in full force and effect effect; (c) all of the Leases are arms-length agreements with bona fide, independent third parties; (d) to Borrower’s knowledge, no party under any Lease is in default; (e) to Borrower’s knowledge, all Payments due have been paid in full and no tenant is in arrears in its payment of any Payments; (f) none of them the Payments reserved in the Leases have been assigned or otherwise pledged or hypothecated by Borrower; (g) to Borrower’s knowledge, none of the Payments have been collected for more than one (1) month in advance (except a security deposit shall not be deemed rent collected in advance); (h) the premises demised under the Leases have been completed and the tenants under the Leases have accepted the same and have taken possession of the same on a rent-paying basis; (i) to Borrower’s knowledge, there exist no offsets or defenses to the payment of any portion of the Payments and Borrower has been modifiedno monetary obligation to any tenant under any Lease; (j) Borrower has received no notice from any tenant challenging the validity or enforceability of any Lease; (k) there are no agreements with the tenants under the Leases other than expressly set forth in each Lease; (l) the Leases are valid and enforceable against Borrower and the tenants set forth therein; (m) other than with respect to those Leases set forth on Schedule 5.1(j), amended or extended; (b) attached hereto, no tenant, or any other person, entity or association has Lease contains an option to purchase, right of first refusalrefusal to purchase, right of first offer or other similar right in respect of all or any unit in the Property; (c) no leasing commission shall be due for any period subsequent refusal to the time of Closing other than for Tenants who have executed a lease prior to Closing but do not move in until after the time of Closing, which commissions shall be paid by Purchaser; (d) except as otherwise set forth on Attachment I to the Rent Roll, no tenant is entitled to rental concessions or abatements for any period subsequent to the time of Closing; (e) Seller has neither sent written notice to any tenant of additional space at the Property, nor received or any notice from other similar provision; (n) no person or entity has any such tenant, claiming that such tenantpossessory interest in, or Sellerright to occupy, as the case Property except under and pursuant to a Lease; (o) to Borrower’s knowledge, no tenants have exercised any right to “go dark” that they may be, is in default, which default remains uncured have under their Leases; (p) all security deposits relating to the Leases reflected on the certified rent roll delivered to Lender have been collected by Borrower; (q) other than as shown identified on the Rent Roll; (f) to the best knowledge of SellerExhibit E-2 attached hereto, no action brokerage commissions or proceeding instituted against Seller by finders fees are due and payable regarding any Lease; (r) each tenant is in actual, physical occupancy of any unit in the Property premises demised under its Lease and is presently pending; paying full rent under its Lease; and (g) there are no security deposits or other deposits other than those set forth in the Rent Roll; (hs) no rent has been paid more than thirty (30) days in advance tenant under any lease of Major Lease is, to Borrower’s knowledge, a debtor in any unit in the Property other than as shown on the Rent Roll; (i) no uncompleted work with respect to any part of the Property demised under any of the Leases to be performed by Seller will remain incomplete after the time of Closing; and (j) all brokerage commissions with respect to the Leases shall have been paid in full by the time of Closingstate or federal bankruptcy or insolvency proceeding.