Common use of Leases Clause in Contracts

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s KnowledgeThere are no oral or written leases or rights of occupancy or grants or claims of right, title or interest in any portion of the Premises other than the leases (the "Leases") listed on the rent roll attached hereto as Schedule 3 Exhibit "D". Exhibit "D" identifies (i) each tenant of the “Rent Roll”Premises, (ii) the date of that tenant's lease, (iii) the expiration date of that tenant's lease, (iv) the annual and monthly minimum rental charge, the tenant's share of building operating costs (including, without limitation, taxes) and any and all costs, expenses and other charges payable by the tenant under the Lease, (v) arrearages, if any, and whether the latest rent due has been paid, (vi) the amount of prepaid rent, if any, (vii) the amount or description of any concessions, allowances, rebates, refunds, escrow or security deposits made by the tenant under said tenant's Lease; (viii) any options to renew, extend, purchase, cancel or terminate; (ix) all unpaid tenant improvement allowances and/or unpaid leasing commissions; and (x) any outstanding written notices of defaults of any kind or nature whatsoever. Seller has the sole right to collect rents under the Leases, and neither such right nor any of the Leases has been assigned, pledged, hypothecated or otherwise encumbered by Seller except as additional collateral for the existing mortgage upon the Premises which shall be satisfied at or before Closing. To the best of Seller's knowledge, each of the Leases is truevalid and subsisting and in full force and effect, complete and correct the tenant is in actual possession in the normal course, and the Property rents set forth in Exhibit "D" are the actual rents, income and charges being collected by Seller under the Leases. Any tenant improvements which Seller is not subject obligated to complete pursuant to any Leases other than the Leases described Lease has been completed as of this date or shall be completed as of Closing, and all costs for completed work has been or shall be paid by Seller. The amount of each security deposit contains, where required by law or otherwise applicable, interest which has accrued in the Rent Roll or in the title report delivered to Lenderaccordance with law. Except as set forth on Exhibit "D", no tenant of the Rent Roll or Premises under any of the Leases has, and shall not at Closing have, prepaid any rent under any of the Leases for more than one (1) month. Except as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on Exhibit "D", no security deposits by tenants have heretofore been returned or applied to charges against the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereundertenants.

Leases. To Borrower’s Knowledge(a) The Company has made available to Parent and Merger Sub a true, correct and complete copy of the rent roll attached hereto as Schedule 3 leases, subleases, assignments, modification agreements, easements, licenses and other occupancy agreements relating to the Leased Spaces to which the Company or any Affiliate of the Company (or any predecessor in interest thereto) is a party (the “Rent RollFacility Leases”) listed in Schedule 7.25(a) (which Facility Leases comprise all of the Contracts inclusive of any amendments, addenda and/or supplements relating to (i) real property and/or immovable property to which the Company is a party is a party and (ii) the Leased Spaces to which any Affiliate of the Company is a party). The Company has made available to Parent and Merger Sub a true, complete and correct and complete copy of any guarantees or other security agreements for the Property is Facility Leases (the “Facility Guarantees”) listed in Schedule 7.25(a) (which Facility Guarantees comprise all of the guarantees and security agreements relating to real property and/or immovable property related to the Facility Leases). (b) Schedule 7.25(b) sets forth (i) the name and address of the lessor or sublessor, as applicable, under the Facility Leases, (ii) the street address of the premises leased thereunder (the “Leased Spaces”), (iii) the square footage for the Leased Spaces, (iv) the commencement and termination dates of such Facility Leases and the rent commencement date for such Facility Leases, (v) the (A) current fixed rent, percentage rent, if any (along with the applicable breakpoint), and all other charges currently payable under the Facility Leases, including, without limitation, tenant’s proportionate share of common area maintenance charges, utility payments, promotional fees, real estate taxes and insurance charges and (B) future fixed rent and percentage rent, if any (along with the applicable breakpoint), including during any options to renew, (vi) the security posted thereunder (including, without limitation, any cash deposits, letters of credit and/or bonds), (vii) all options to renew, if any, and (viii) a description of and reference to lessor’s or sublessor’s rights to terminate or not subject to renew such Facility Leases for any Leases reason other than “tenant’s default”, casualty, condemnation or bankruptcy. (c) With respect to each such Facility Lease, except as may otherwise be set forth on Schedule 7.25(c): (i) The Facility Leases are legal, valid, binding and enforceable against the Leases described Company, and to the knowledge of the Company, enforceable against the lessors and any sublessors thereunder in accordance with its terms; (ii) All rentals or other monies due or required to be paid thereunder, including without limitation, all fixed and/or base rent, percentage rent, common area maintenance charges and all other fees, expenses and other items of additional rental, have been paid in full and will have been paid in full through the Closing Date; (iii) No portion of the security deposit has been used or offset by the lessors or sublessors under the Facility Leases; (iv) There are no assessments or other charges, ordinary or extraordinary, currently assessed or, to the knowledge of the Company, threatened by any lessors, sublessors, governmental authorities or other third parties against the Leased Space and, to the knowledge of the Company, there is no state of facts that will (or are likely to) cause an increase in the Rent Roll or rentals listed in Schedule 7.25(b); (v) Subject to obtaining the title report delivered to Lender. Except Landlord Consent as set forth on Schedule 7.02, all necessary consents required under the Rent Roll Facility Leases as a result of the transaction contemplated hereby have been or will be obtained and the Facility Leases will continue to be legal, valid, binding and enforceable as otherwise disclosed written, against the lessors or sublessors following the Closing; (vi) Subject to Lender in writing: To Borrower’s Knowledgeobtaining the Landlord Consent as set forth on Schedule 7.02 following the Closing, (ix) the lessors or sublessors under the Facility Leases shall not be entitled to any recapture or other termination rights, (y) the lessors or sublessors shall not be entitled to any increase in the current rental under any Facility Lease, and (z) no options to renew, exclusivity or use preferences or abatements shall be voided or otherwise terminated and no other rights of the “tenant” shall be affected or obligations of “tenant” increased, in each Lease case as a result of the transactions contemplated hereby; (vii) To the Company’s knowledge, no lessors or any sublessors under the Facility Leases are cancelling or terminating the Facility Leases (or, to the Company’s knowledge, intend to cancel or terminate such Facility Leases) or are exercising (or intend to exercise) any option to cancel or terminate thereunder; (a) Neither the Company nor, to the knowledge of the Company, any lessors or sublessors under the Facility Leases is in full force breach or default thereunder and, to the knowledge of the Company, there has been no such breach or default thereunder with the last eighteen (18) months, and effect; (iib) no event has occurred that, with notice or lapse of time or both, would constitute a breach or default or permit termination, modification or acceleration thereunder; (ix) Neither the Company nor, to the Company’s knowledge, any lessor under the Facility Leases has a claim against the other, and no offset or defense to enforcement of any of the terms of the Facility Leases exists; (x) To the Company’s knowledge, no mortgagee, over-lessor, ground-lessor or other superior interest holder for the Leased Space or the buildings and/or lands on which the same are situated (“Superior Interest Holder”) is foreclosing on its interest (or, to the Company’s knowledge, intends to foreclose on its interest) and, in connection therewith or otherwise, is cancelling or terminating (or, to the Company’s knowledge, intends to cancel or terminate) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Facility Leases, and there are no offsetsthe Company has not been made a party to a foreclosure actions (or received a notice that it may be made a party to a foreclosure action) involving the Facility Leases or its interest in the Leased Space; (xi) Neither the Company nor, claims or defenses to the enforcement thereof; (iii) all rents due and payable knowledge of the Company, any lessors or sublessors under the Facility Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days is in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim breach or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord default under any Lease which remains outstanding, there are no defaults on the part of the landlord under any LeaseContract with a Superior Interest Holder, and no event has occurred whichthat, with the giving of notice or passage lapse of time, time or both, would constitute such a default; breach or default or permit termination, modification or acceleration thereunder; (vixii) there is To the Company’s knowledge, no present material default by Actions (voluntary or involuntary) are pending against Landlord under the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner bankruptcy laws of the entire lessor’s interest in each Lease; United States or any state thereof; (ixxiii) each Lease is Neither the validCompany nor, binding and enforceable obligation to knowledge of the Borrower and Company, any lessors or sublessors of the applicable tenant thereunder; Facility Leases has repudiated any provision thereof; (xxiv) To the Company’s knowledge, there are no Person easements, restrictions or other agreements (whether or not of record) which interfere (or could interfere) with the use of the Leased Spaces for the purposes permitted under the Facility Leases (whether or not such agreements easements, restrictions or other agreements are referenced in such Facility Leases); (xv) The Company has any possessory interest in, or right to occupy, the Property except under complied with all maintenance obligations in accordance with the terms of the Lease; respective Facility Leases including, without limitation, the roof, plumbing, gasoline pumps, lines and equipment, gasoline tanks, electrical systems located thereon and the same are in good repair; (xixvi) each Lease The Company has not received any noise, vibration or nuisance complaints from any party (including from any lessors or sublessors, any other commercial or residential tenants or any community boards) with respect to any activity going on in or about the Leased Spaces within the last twenty-four (24) months; (xvii) The Company has not made any noise, vibration or nuisance complaints against any party (including any lessors or sublessors or any other commercial or residential tenants) with respect to any activity going on in the proximity of the Leased Space and there are no state of facts which the Company is subordinate aware that is (or is likely to) materially interfere with business operations in the Leased Spaces; (xviii) The Company’s possession and quiet enjoyment of the Leased Space is not currently being disturbed; (xix) Except as otherwise set forth in the Facility Leases, there are no refurbishments, renovations or other upgrades required to be performed by Tenant under any of the Facility Leases at any time during the term thereof, including any options to renew, and the Company has not received any written requests from any lessors or sublessors to refurbish, renovate or otherwise upgrade the Leased Spaces; (xx) The Company has not received notice of any pending or threatened condemnation or expropriation proceedings, lawsuits or administrative actions relating to the Loan DocumentsFacility Leases that would adversely affect the current use, either pursuant to its terms occupancy or pursuant to a subordination and attornment agreement. None value of the Leases contains any option to purchase Facility Leases; (xxi) The Company has not assigned, pledged, transferred or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has conveyed any interest therein except in the tenants thereunderleasehold and is not aware of any such assignment, transfer or conveyance.

Leases. To Borrower’s KnowledgeBorrower has delivered (i) a true, the rent roll attached hereto as Schedule 3 correct and complete schedule (the “Rent Roll”) is of all Leases affecting the Property as of the date hereof, which accurately and completely sets forth in all material respects for each such Lease, the following: the name of the Tenant, the Lease expiration date, extension and renewal provisions, the base rent payable, the security deposit held thereunder and any other material provisions of such Lease and (ii) true, complete and correct and the Property is not subject to any Leases other than the complete copies of all Leases described in the Rent Roll Roll. Each Lease constitutes the legal, valid and binding obligation of Borrower and, to the best of Borrower’s knowledge and belief, is enforceable against the Tenant thereof. No default exists, or with the passing of time or the giving of notice or both would exist, under any Lease which would, in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premisesaggregate, have commenced a material adverse effect on Borrower or the payment Property. No Tenant under any Lease has, as of the date hereof, paid rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord rents under any Lease which remains outstandingsuch Leases have not been waived, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of timereleased, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all otherwise discharged or compromised. All security deposits required under such Leases are as set forth on the Rent Roll have been fully funded and are held consistent with Section 3.8 hereof; (viii) by Borrower is as permitted by applicable law. All work to be performed by Borrower under the sole owner Leases has been substantially performed, all contributions to be made by Borrower to the Tenants thereunder have been made and all other conditions precedent to each such Tenant’s obligations thereunder have been satisfied. Each Tenant under a Lease has entered into occupancy of the entire lessordemised premises. To the best of Borrower’s interest in knowledge and belief, each Lease; (ix) each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors. No Lease is provides any party with the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, obtain a lien or encumbrance upon the Property except under the terms of the Lease; and (xi) each Lease is subordinate superior to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None lien of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderthis Mortgage.

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 8 (the “Rent Roll”"RENT ROLL") is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingRoll: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) 30 days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrowers' best knowledge, no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrowers' best knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof3.8; (viii) Borrower is Borrowers are the sole owner of the entire lessor’s 's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the such Borrower and the applicable tenant thereunder; (x) to Borrowers' best knowledge, no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To BorrowerThe rent roll, which is included as part of Seller’s KnowledgeDeliveries, the rent roll and which is attached hereto as Schedule 3 (9.8 and incorporated herein by reference, is a true, correct and complete list of the Leases and Tenants including, but not limited to, the description, by agreement and document name and date, of each Lease, together with any amendments, assignments and other documents with respect thereto. The rent roll includes an addendum describing, with respect to each Lease, the amount of any advance or prepaid rentals which have not accrued, rental holidays which have not expired and other allowances granted any Tenant which have not been fully utilized, if any. All of the information on the rent roll, including the description of the space, the rent and other charges payable by Tenants, the terms and options to renew, and the Security Deposits, also is complete, true and correct. The Leases provided to Buyer pursuant to Section 4.1(a) hereof are true and correct copies thereof and such Leases have not been amended or modified. Seller is the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than Landlord” or “Lessor” under the Leases described in and has full power and authority to assign the Rent Roll or in same to Buyer. Seller has not received written notice of any uncured event of default with respect to the title report delivered to Lenderperformance of any of its obligations under the Leases. Except as set forth on To the Rent Roll or as otherwise disclosed to Lender in writing: To Borrowerbest of Seller’s Knowledgeknowledge, (i) each Lease of the Leases is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, effect and there is no claim monetary or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord non-monetary default under any Lease which remains outstanding, there are no defaults on the part of by either the landlord under any Leaseor the tenant thereunder, and no nor has an event has occurred which, which with the giving of notice or the passage of timetime or both would result in a default thereunder by either the landlord or the tenant thereunder. To the best of Seller’s knowledge, no valid claims or rights of offset exist with respect to the Leases. Except as provided on Schedule 9.8 attached hereto and incorporated herein by reference, no Leasing Commissions, Tenant Inducement Costs or other amounts are now payable to any Person under any agreement or understanding in connection with any Lease or the renewal thereof, or bothany other options thereunder, would constitute such a default; (vi) nor does there exist any Leasing Commissions, Tenant Inducement Costs or other amounts which may become payable to any Person under any agreement or understanding in connection with any Lease or renewal thereof, or any options thereunder. To the best of Seller’s knowledge, there is no present material default intention or indication of intention by any Tenant to terminate its Lease or to limit, amend or alter its Lease or its use or occupancy. Seller has not previously assigned, pledged, transferred, hypothecated or conveyed the Leases or any interest therein. All of the work (including all tenant improvements) to be constructed and installed by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on landlord in the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate leased premises pursuant to the Loan Documents, either pursuant to its terms Leases is complete and fully paid for and/or will be complete and fully paid for on or pursuant to a subordination and attornment agreement. None of before the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderClosing.

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 Borrower represents and warrants to Lender that: (the “Rent Roll”a) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s KnowledgeMaster Lease, (ib) each the Master Lease is in full force and effect; , there are no defaults thereunder by either Borrower, or (iito Borrower’s knowledge) Master Tenant, and Borrower has not received any notice of termination with respect to the Master Lease, (c) the tenants under copy of the Leases have accepted possession of Master Lease delivered to Lender is true and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leasescomplete, and there are no offsetsoral agreements with respect thereto, claims or defenses to the enforcement thereof; (iiid) no Rent (excluding security deposits) has been paid more than one (1) month in advance of its due date, (e) all rents work to be performed by Borrower under the Master Lease has been performed as required and has been accepted by the Master Tenant, (f) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to Master Tenant has already been received by Master Tenant, (g) Master Tenant has accepted possession and is in occupancy of, and is open for business and conducting normal business operations at, all of its demised premises, and is paying full, unabated rent under the Master Lease, (h) Master Tenant is free from bankruptcy or reorganization proceedings, (i) Master Tenant is an Affiliate of Borrower, (j) there are no brokerage fees or commissions due and payable under in connection with the Leases have been paid and no portion thereof Master Lease, (k) Borrower has been paid for not assigned or pledged the Master Lease, the rents thereunder or any period more than thirty interest therein except to Lender, (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (vl) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice Tenant or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no other Person has any possessory option, right of first refusal or offer or any other similar right to purchase all or any portion of, or interest in, or the Property, (m) Master Tenant does not have the right to occupy, terminate its Lease prior to the Property except under the terms expiration of the stated term thereof except, to the extent contained in the Lease; , (n) Master Tenant has not assigned its Lease or sublet all or any portion of the premises demised thereby, and (xio) each the Master Lease is subordinate to the Loan Documents, either pursuant Mortgage and the Assignment of Leases and provides that the Master Tenant has agreed to its terms or pursuant attorn to Lender and any purchaser at a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderforeclosure sale.

Leases. To Borrower’s Knowledge, the (a) The rent roll attached hereto as Schedule 3 4.20 (the “Rent Roll”) is true, complete and correct as of the date thereof, and the Property Premises is not subject to any Leases other than the Leases described in the Rent Roll or Roll. Borrower is the owner and lessor of landlord’s interest in the title report delivered Leases. No Person has any possessory interest in the Premises or right to Lenderoccupy the same except under and pursuant to the provisions of a Lease. Except as set forth The Leases identified on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is are in full force and effect; (ii) effect and there are no defaults thereunder by landlord, and to the best of the knowledge of Borrower, any tenant, and, to the knowledge of Borrower, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. The forms of the Leases delivered to Lender are true and correct copies of the Lease forms used by Borrower, and there are no oral agreements with respect thereto. Any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any tenant has already been received by such tenant. The tenants under the Leases evidenced by the Rent Roll have accepted possession of and are in occupancy of all of their respective demised premises, Pad Site and have commenced the payment of full, unabated rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof . There has been paid for no prior sale, transfer or assignment, hypothecation or pledge of any period more than thirty (30) days Lease or of the rents received therein which is still in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Rolleffect. To Borrower’s knowledge, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth listed on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner has assigned its Lease or sublet all or any portion of the entire lessorpremises demised thereby, no such tenant holds its leased premises under assignment or sublease. (b) All Leases for Pad Sites by Home Owners are on forms that are customary for similar manufactured home communities in the same geographical location, and contain terms that: (i) are for initial terms of at least 12 months and not more than 2 years (unless otherwise approved in writing by Lender), (ii) list Borrower as the landlord and owner therein, (iii) subordinate the Lease to the mortgage lien of Lender, (iv) require payment of rents and other amounts payable by Home Owners be payable to Borrower, and (v) are substantially similar in form and substance to those previously delivered and approved by Lender and/or Lender’s interest in each Lease; (ix) each Lease is counsel. All Leases for Pad Sites by Home Owners include a provision requiring that tenants comply with all laws, rules and regulations applicable to manufactured homes and manufactured home communities, including any laws, rules and regulations promulgated by the valid, binding U.S. Department of Housing and enforceable obligation of the Borrower Urban Development and the applicable tenant thereunder; Community Rules. (xc) no Person has any possessory interest in, All Leases for Pad Sites by Home Owners are bona fide leases made to Home Owners that are required to locate a Manufactured Home thereon. (d) All Leases for Pad Sites require Home Owners to maintain property damage insurance to ensure the Manufactured Homes are protected from loss or right to occupy, the Property except under the terms of the Lease; damage from fire and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderhazards.

Leases. To Borrower’s KnowledgeThe Property is not subject to any leases, subleases, licenses, concessions or other agreements related to the rent roll attached hereto leasing or renting of the Property or any portion thereof, except for the Principal Lease (as Schedule 3 amended from time to time), or as set forth on the Rent Roll (as defined herein). No person has any possessory interest in the Property or right to occupy the same, other than pursuant to the Principal Lease disclosed in the Rent Roll. Borrower hereby represents that: (i) Borrower has delivered a schedule (the “Rent Roll”) of all Leases affecting the Property, which is attached to the Closing Certificate, which accurately and completely sets forth in all material respects for each Lease, the following: the name of the Tenant, the Lease expiration date, the space demised and amount of rent, which Rent Roll is true, complete and correct and complete as of the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force date hereof; and effect; (ii) the tenants under Borrower is the Leases have accepted possession owner and holder of and are in occupancy of all of their respective demised premises, have commenced the payment of rent landlord’s interest under the Leases, and there are no offsets, claims prior assignments of all or defenses any portion of the Leases or any portion of the Rents and Profits which are presently outstanding and have priority over the assignment of leases and rents contained herein in Section 1.9 given by Borrower to the enforcement thereofLender; and (iii) all rents due each Lease constitutes the legal, valid and payable under the Leases have been paid binding obligation of Borrower; and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) to Borrower’s knowledge, after due and diligent inquiry and investigation no default exists, or with the rent payable under each Lease is the amount passing of fixed rent set forth in the Rent Roll, and there is no claim time or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or the Property; and (v) except as disclosed in writing in an estoppel certificate by such Tenant that has been delivered to Lender in connection with the Loan, to the Borrower’s knowledge, after due and diligent inquiry and investigation, no Tenant has any offset or defense to the payment of time, or both, would constitute such a defaultrent under its Lease; and (vi) there is except as disclosed in writing in an estoppel certificate by such Tenant that has been delivered to Lender in connection with the Loan, no present material default by Tenant has, as of the tenant date hereof, paid rent under any Leaseits Lease more than one (1) month in advance, and the rents under such Lease has not been waived, released, or otherwise discharged or compromised; and (vii) except as disclosed in writing in the estoppel certificate delivered to Lender in connection with the Loan all security deposits work to be performed by Borrower under Leases are as set forth on each Lease has been substantially performed, all contributions to be made by Borrower to the Rent Roll Tenant thereunder have been made and are held consistent with Section 3.8 hereofall other conditions precedent to each Tenant’s obligations thereunder have been satisfied; and (viii) Borrower is except as disclosed in writing in an estoppel certificate by such Tenant that has been delivered to and accepted by Lender in connection with the sole owner Loan, each Tenant under a Lease has entered into occupancy of the entire lessor’s interest in each Leasedemised premises; and (ix) each Lease is Borrower has delivered to Lender true, correct and complete copies of all Leases described in the valid, binding Rent Roll; and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest into the best of Borrower’s knowledge and belief, each Tenant is free from bankruptcy, reorganization or right to occupy, arrangement proceedings or a general assignment for the Property except under the terms benefit of the Leasecreditors; and (xi) each except as specifically described in the Title Insurance Policy, no Lease is subordinate provides any party with the right to obtain a lien or encumbrance upon the Property superior to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None lien of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderthis Mortgage.

Leases. To Borrower’s Knowledge, The Property is not subject to any leases other than the Master Lease and the Leases described in the rent roll attached hereto as Schedule 3 (the “Rent Roll”) I and made a part hereof, which rent roll is true, complete and correct accurate in all respects as of the Closing Date. Borrower is the owner of landlord’s interest in, and is lessor under, the Master Lease, and Master Tenant is the owner of landlord’s interest in, and is lessor under, the Leases. Borrower is the holder of an assignee’s interest of the Rents from Leases pursuant to the Master Lease ALR. No Person has any possessory interest in the Property is not subject or right to any Leases other than occupy the same except under and pursuant to the provisions of the Master Lease, the Leases described in the Rent Roll or in the title report delivered to Lenderand Hotel Transactions. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each The Master Lease is in full force and effect; effect and there is no Event of Default (iias defined in the Master Lease) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, thereunder by either party and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute such a default; an Event of Default. The Leases are in full force and effect and there are no defaults thereunder by either party and to Borrower’s knowledge, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. No Rent or any amounts payable by Master Tenant to Borrower under the Master Lease has been paid more than one (vi1) there is no present material default month in advance of its due date. All security deposits are held by Borrower or Master Tenant (as applicable) in accordance with applicable law. Except as disclosed in the tenant estoppels delivered to Lender in connection with the closing of the Loan or as disclosed in the rent roll, all work to be performed by Borrower under the Master Lease and Master Tenant under each Lease has been performed as required and has been accepted by Master or the relevant Tenant (as applicable), and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to Master Tenant or by Master Tenant to any Tenant has already been received by Master Tenant or such Tenant (as applicable). Except pursuant to the Master Lease ALR, there has been no prior sale, transfer or assignment, hypothecation or pledge of the Master Lease, any Lease, the rents payable under the Master Lease, or of the Rents received under the Leases which is outstanding. No Tenant listed on Schedule I has assigned its Lease or sublet all or any portion of the premises demised thereby, no such Tenant holds its leased premises under assignment or sublease (other than with respect to the Master Lease), nor does anyone except such Tenant and its employees occupy such leased premises (other than Master Tenant pursuant to the Master Lease). Neither Master Tenant nor any Tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, a right or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate option pursuant to the Loan Documents, either pursuant to its terms Master Lease or pursuant to a subordination and attornment agreement. None of the Leases contains any option such Lease or otherwise to purchase or right of first refusal to purchase the Property all or any part thereofof the leased premises or the building of which the leased premises are a part. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person No Tenant under any Lease has any interest therein except right or option for additional space in the tenants thereunderImprovements.

Leases. To Borrower’s Knowledge(A) Each Debtor shall remain liable as lessor under its Leases to perform all the obligations assumed by each Debtor thereunder. The obligations of each Debtor under the Leases may be performed by Secured Party or any subsequent assignee of the Secured Party ("Subsequent Secured Party") without releasing any Debtor therefrom. The Secured Party or any Subsequent Secured Party shall have no liability or obligation under the Leases by reason of this Agreement and shall not, by reason of this Agreement, be obligated to perform any of the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the Property is not subject to obligations of any Debtor under any Leases or to file any claim or take any other than the Leases described in the Rent Roll action to collect or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, enforce any payment assigned hereunder. (B) Each Debtor hereby agrees (i) to perform duly and punctually each Lease is of the terms, conditions and covenants contained in the Leases, and (ii) subject to such Debtor's business judgment and reasonable commercial practice, to exercise promptly and diligently each and every right it may have under the Leases. (C) Each Debtor does hereby warrant and represent that all Leases are in full force and effect; (ii) the tenants under the Leases have accepted possession of effect and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leasesthat no Debtor has assigned or pledged, and there are hereby covenants that no offsetsDebtor will assign or pledge, claims so long as this Agreement shall remain in effect, the whole or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord rights hereby assigned, to anyone other than the Secured Party. (D) Each Debtor does hereby warrant and represent that for each Lease with an original equipment cost in excess of $50,000, it has taken all possible action to protect its first-priority security interest in such leased property, which may include filing UCC or other financing statements (listing the applicable Debtor as the secured party, the lessee as debtor, and such leased property as collateral) in such locations as would be required by applicable law (if such Debtor were a secured party and the lessee were a debtor) under the UCC or other applicable statute or regulation, which is assignable to the Secured Party. If any Debtor assumes a pre-existing Lease, such Debtor shall use its best efforts to comply with this ss. 3(D) to the extent permitted under such Lease. (E) Subject to the provisions of this Agreement, and no event has occurred which, with until the giving occurrence of notice or passage an Event of time, or both, would constitute such a default; (vi) there is no present material default Default and upon demand by the tenant under any Lease; (vii) Secured Party, a Debtor may exercise all security deposits under Leases are as set forth on the Rent Roll rights and are held consistent with Section 3.8 hereof; (viii) Borrower is enjoy all the sole owner benefits of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except lessor under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderLeases.

Leases. To Borrower’s With respect to each Property, the information regarding the leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants referenced under the captions "Business and Properties--Tenant Diversification" and "Business and Properties -- Existing Portfolio" in the Prospectus (the "Leases") is accurate in all material respects. The Entity that owns fee or leasehold title to the underlying Property (the "Holder") holds the lessor's interest under such Leases; a true and complete copy of all such Leases have been made available to the Operating Partnership; to Contributors' Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the Property is not subject to any such Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is are in full force and effect, except as indicated otherwise in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; (ii) the tenants Holder, as lessor under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the such Leases, and there are no offsetshas not received any notice that it is in default of any of its obligations under such Leases beyond any applicable grace period which has not been cured; to Contributors' Knowledge, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent except as set forth in the Rent RollDisclosure Schedule, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord is in default under any Lease which remains outstandingexcept to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed to the tenants in accordance with the Leases, there are as applicable; no defaults on tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the part of the landlord under any Lease, Lease with such tenant and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are such Lease claims a right to any of the foregoing, except as set forth in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; the Holder has received no written notice that any tenant under any such Lease contests its pro rata shares of tax increases as required by its Lease or that any tenant under any such Lease contests its pro rata shares of tax increases as required by its Lease or that any tenant contests any rent, escalation or other charges billed to it, except as set forth in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing; no assignment of the Holder's rights under any Lease is in effect on the Rent Roll and are held consistent date hereof other than collateral assignments to secure mortgage or mezzanine indebtedness; and, except as set forth in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing, with Section 3.8 hereof; (viii) Borrower is respect to any Leases entered into by such Holder, no brokerage commissions will be due upon the sole owner failure of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To the Contributors' Knowledge, all material obligations of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except lessor under the terms of the Lease; and (xi) each Lease is subordinate Leases that have accrued to the Loan Documentsdate hereof have been performed or satisfied. To Contributors' Knowledge, either pursuant to its terms or pursuant to a subordination and attornment agreement. None no tenants under any of the Leases contains is presently the subject of any option to purchase voluntary or right of first refusal to purchase the Property involuntary bankruptcy or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderinsolvency proceedings.

Leases. To Borrower’s Knowledge(a) Each Loan Party has paid all such payments required to be made by it under leases of Real Estate, no landlord Lien has been filed, and, to the rent roll attached hereto as Schedule 3 (knowledge of the “Rent Roll”) Borrowers, no claim is truebeing asserted, complete and correct with respect to any such payments, except those pending resolution under the Xxxxxxx Bankruptcy Cases and the Property Bankruptcy Cases (in each case, other than any claim the amount or validity of which are currently being contested in good faith by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrowers). (b) Each of the leases listed on Schedule 4.26 that is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease a Mortgage is in full force and effect; (ii) the tenants under the Leases have accepted possession of effect and are is legal, valid, binding and enforceable in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leasesaccordance with its terms, and there are no offsetsas of the Restatement Effective Date, claims or defenses to each of the enforcement thereof; (iii) all rents due other leases listed on Schedule 4.26 is in full force and payable under effect and is legal, valid, binding and enforceable in accordance with its terms. As of the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent Restatement Effective Date, except as set forth in the Rent Rollon Schedule 4.26(b), and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord not under any Lease which remains outstandingsuch lease any existing breach, there are no defaults on the part default, event of the landlord under any Lease, and no default or event has occurred whichor condition that, with the giving of or without notice or passage lapse of time, time or both, would constitute such a default; (vi) there is no present material breach, default or an event of default by a Loan Party, or, to the tenant under best of each Borrower's knowledge, by any Lease; other party to such lease (viiother than any event or condition which is the subject of a good faith contest by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the Borrowers and except for pre-petition claims of the lessors thereunder to be cured in connection with the consummation of the Amended Plan and the Xxxxxxx Plan). (c) all security deposits under Leases are as As of the Restatement Effective Date, other than notices given or claims made in the Bankruptcy Cases and the Xxxxxxx Bankruptcy Cases or in respect of the matters set forth on the Rent Roll and are held consistent Schedule 4.26(b), no party to any material lease has given any Loan Party notice of or made a material claim with Section 3.8 hereof; respect to any breach or default that has not now been cured (viii) Borrower other than with respect to any event or condition which is the sole owner subject of a good faith contest by appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding Borrowers and enforceable obligation except for pre-petition claims of the Borrower lessors thereunder to be cured in connection with the consummation of the Amended Plan and the applicable tenant thereunder; Xxxxxxx Plan). (xd) no With respect to those leases that were assigned or subleased to a Loan Party by a third party as of the Restatement Effective Date, all consents to such assignments or sublease have been obtained. (e) Except as described in Section 4.24(h), as of the Restatement Effective Date, none of the Real Estate is subject to any lease, sublease, license or other agreement granting to any Person has other than Holdings and its Subsidiaries any possessory interest in, or right to occupythe use, the Property except under the terms occupancy or enjoyment of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property Real Estate or any part portion thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s KnowledgeAn accurate and complete Rent Roll and summary thereof in a form reasonably satisfactory to the Agent as of the date of inclusion of the Mortgaged Property in the Collateral (or such other recent date as may be acceptable to the Agent) with respect to all Leases of any portion of the Mortgaged Property has been provided to the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements and understandings relating to leasing or licensing of space at the Mortgaged Property and in the Building relating thereto. Each of the Leases was entered into as the result of arms-length negotiation and has not been modified, changed, altered, assigned, supplemented or amended in any respect, except as reflected on the rent roll attached hereto as Schedule 3 (the “Rent Roll”) , and no tenant is true, complete and correct and the Property is not subject entitled to any Leases other than the Leases described free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in the Rent Roll Roll. There are no occupancies, rights, privileges or licenses in or to the title report delivered Mortgaged Property or portion thereof other than pursuant to Lenderthe Leases reflected in Rent Rolls previously furnished to the Agent for the Mortgaged Property. Except as set forth on in each Rent Roll, the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is Leases reflected therein are in full force and effect; (ii) effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and neither the tenants under Borrower, the Leases have accepted possession of and are in occupancy of all Guarantor nor any of their respective demised premisesSubsidiaries has given or made, have commenced the any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of rent under the Leases, and there are no offsets, claims or defenses . The Rent Rolls furnished to the enforcement thereof; (iii) Banks accurately and completely set forth all rents due payable by and payable under the Leases have been security, if any, deposited by tenants, no tenant having paid and no portion thereof has been paid for any period more than thirty (30) days one month's rent in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in . All tenant improvements or work to be done for tenants on the Rent Roll, and there is no claim furnished or basis paid for a claim by the tenant thereunder Borrower, the Guarantor or any of their respective Subsidiaries, or credited or allowed to a tenant, for, or in connection with, the Building pursuant to any Lease has been completed and paid for an adjustment or provided for in a manner satisfactory to the rent; (v) no tenant has made Agent. No material leasing, brokerage or like commissions, fees or payments are due from the Borrower, the Guarantor or any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of their respective Subsidiaries in respect of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderLeases.

Leases. To Borrower’s Knowledge, The Mortgagor represents and warrants that as of the rent roll date hereof: (i) the Leases identified in Schedule C attached hereto as Schedule 3 are the only Leases in existence on the date hereof relating to the Premises; (ii) true copies of such Leases have been previously delivered to the “Rent Roll”) is true, complete Mortgagee and correct and the Property is not subject to there are no agreements with any Tenant under such Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as those agreements expressly set forth on therein; (iii) the Rent Roll or as otherwise disclosed to Lender Mortgagor is the sole owner of all of the Mortgagor’s Interest in writing: To Borrower’s Knowledge, such Leases; (iiv) each Lease of such Leases is in full force and effect; (ii) , constitutes a legal, valid and binding obligation of the tenants under Mortgagor and the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leasesapplicable Tenant thereunder, and there are no offsetsis enforceable against the Mortgagor and such Tenant in accordance with its terms, claims except as enforceability may be limited by applicable bankruptcy, insolvency or defenses to similar laws affecting the enforcement thereof; of creditors’ rights generally or by equitable principles relating to enforceability; (iiiv) all rents due and payable there is no default under the any of such Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is existing no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease condition which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, time or both, both would constitute such cause a default; default thereunder; (vi) there is no present material default by the tenant all Rents due under any Lease; such Leases have been paid in full; (vii) all security deposits none of the Rents reserved under such Leases are as set forth on have been assigned or otherwise pledged or hypothecated except in favor of the Rent Roll and are held consistent with Section 3.8 Mortgagee pursuant to the provisions hereof; ; (viii) Borrower is the sole owner none of the entire lessor’s interest Rents (other than any security deposit collected in each accordance with the provisions of the applicable Lease; ) have been collected for more than one (1) month in advance; (ix) each Lease is there exist no offsets or defenses to the valid, binding and enforceable obligation payment of any portion of the Borrower Rents and the applicable tenant thereunder; Mortgagor owes no monetary obligation to any Tenant under any such Lease; (x) the Mortgagor has received no Person has notice from any possessory interest in, Tenant challenging the validity or right to occupy, the Property except under the terms enforceability of the any such Lease; and ; (xi) no such Lease contains any option to purchase, right of first refusal to purchase, right of first refusal to relet, or any other similar provision; and (xii) each such Lease is subordinate to the Loan Documents, this Mortgage either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderrecordable Subordination Agreement.

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 8 (the “Rent Roll”"RENT ROLL") is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except as set forth on the Rent Roll or as otherwise disclosed tenant estoppel certificates delivered to Lender in writingprior to the date hereof: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) 30 days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrower's best knowledge, no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower's best knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof3.8; (viii) Borrower is the sole owner of the entire lessor’s 's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the such Borrower and the applicable tenant thereunder; (x) to Borrower's best knowledge, no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 (the “Rent Roll”) is is, to Borrower’s knowledge, true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except To Borrower’s knowledge, except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingRoll: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s best knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; thereunder and (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 (the “"Rent Roll”") is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingRoll: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord O under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower's best knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s 's interest in each Lease; (ix) to the best of Borrower's knowledge, each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement; (xii) all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable tenant under such Lease; (xiii) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any tenant under any Lease has already been received by such tenant; (xiv) no tenant under any Lease (or any sublease) is an Affiliate of Borrower; (xv) all tenants under the Leases are open for business and paying full, unabated rent; (xvi) there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, and no such fees or commissions will become due and payable in the future in connection with the Leases, including by reason of any extension of such Lease or expansion of the space leased thereunder; (xvii) no tenant under any Lease has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises; (xviii) no tenant under any Lease has any right or option for additional space in the Improvements; and (xix) each tenant under a Material Lease is free from bankruptcy or reorganization proceedings. The copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 2 (the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereofof the Senior Loan Agreement; (viii) Borrower Owner is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower Owner and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to LenderSenior Lender in accordance with the Senior Loan Documents, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge, the rent roll 7.3.1 The schedule attached hereto as Schedule 3 Exhibit "K" (the “Rent Roll”"Schedule of Leases") is a true, complete and correct and complete statement, as applicable, of all (i) the leases, tenancies and occupancies, including any extensions, modifications, amendments or guarantees thereof in effect at the Property is not subject (the "Tenant Leases"), (ii) the tenants at the Property, (iii) the dates of the Tenant Leases (including the commencement and expiration dates thereof), (iv) the annual base rents payable, the base year for escalations, the currently escalated rents and contributions to common area maintenance, operating expenses and insurance under the Tenant Leases, (v) the security deposits held by or deposited with Seller under the Tenant Leases, (vi) any and all options to extend, renew or cancel any Tenant Leases or to expand or decrease the space covered by any Tenant Lease (including any rights of first refusal), and (vii) any and all concessions, allowances, credits, rebates, offsets or other than cases for relief or adjustment, including, without limitation, any unpaid reimbursements for tenant improvements and any "free" or "reduced" rent. 7.3.2 There are no security deposits or arrearages in rent or additional rent under any of the Tenant Leases described in the Rent Roll or in the title report delivered to Lender. Except except as set forth on the Rent Roll or Schedule of Leases. No rent has been prepaid under any Tenant Lease except as otherwise disclosed set forth on the Schedule of Leases. 7.3.3 All of the services required to Lender be supplied to each tenant and maintained in writing: To Borrower’s Knowledgeconnection with the Property are presently being supplied and maintained and will continue to be supplied and maintained up to and as of the Closing Date. 7.3.4 Seller has received no notices of any failure of Seller to supply any services which Seller is required to furnish pursuant to any Tenant Lease, and Seller has received no notice from any tenant (i) each to cancel any Tenant Lease, (ii) that such tenant is or may become unable or unwilling to perform any or all of its obligations under its Tenant Lease, whether for financial or other reasons, or that an action or proceeding, voluntary or involuntary, is pending or threatened against such tenant under any section or sections of any bankruptcy or insolvency law, or (iii) that such tenant disputes the base rent or escalation rents or the computation of escalation rents pursuant to its Tenant Lease. 7.3.5 Seller has received no notices of any items of work, repair, maintenance or construction to be completed by Seller pursuant to any Tenant Lease is for the benefit of any tenant and Seller has no knowledge of any such work to be done. 7.3.6 As of the Closing Date, no tenant shall be entitled to any additional work during the term of its Tenant Lease, except as set forth in the leases described on the Schedule of Leases. 7.3.7 The Tenant Leases are in full force and effect; (ii) the tenants under the Leases have accepted possession effect and Seller has received no notice of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim default by the tenant landlord thereunder for an adjustment to the rent; (v) and has no tenant has made knowledge of any claim against the landlord under any Lease fact or facts which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, would now or with the giving of notice or the passage of timetime or both be a default under the terms thereof, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are except as otherwise set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner Schedule of Leases. 7.3.8 As of the entire lessor’s interest Closing Date, there will be no brokerage or other leasing commissions payable in each Lease; (ix) each Lease is the valid, binding and enforceable obligation connection with any of the Borrower and tenants or the applicable tenant thereunder; (x) no Person has Tenant Leases or any possessory interest in, new leases or right amendments of existing Tenant Leases. 7.3.9 All of the Tenant Leases are assignable to occupy, Buyer in connection with its purchase of the Property except under without the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documentsnecessity for any approval, either pursuant to its terms consent or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderadditional payment.

Leases. To Borrower’s KnowledgeThere are no occupancy agreements, leases, lettings or tenancies in effect to which Seller is a party that will affect the Real Property after Closing, except the Leases with tenants listed on the rent roll attached hereto as Schedule 3 (the “Rent Roll”) attached hereto as Exhibit O. To Seller’s Knowledge, the Rent Roll is true, complete and correct and complete in all material respects and sets forth the Property is not subject to amount of any Leases other than tenant security deposits and letters of credit held by Seller, and any guaranties in favor of Seller, in connection with the Leases described in the Rent Roll or in the title report delivered to LenderLeases. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To BorrowerSeller’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None copies of the Leases contains that are true, correct and complete in all material respects, including all amendments, renewals, modifications, guaranties and assignments thereof, have been delivered to Buyer. To Seller’s Knowledge, neither the tenants of the Property nor any other person has any right, option or agreement to purchase the Property, including purchase options or right rights of first refusal to purchase the Property or any part portion thereof. Neither With respect to each tenant at the Real Property, except as set forth in the Rent Roll: (i) to Seller’s Knowledge, (1) such tenant's Lease is in full force and effect and (2) no default beyond any applicable notice and cure periods under the Lease exists thereunder; (ii) Seller has not sent to or received from any tenant a written notice of default under such tenant’s Lease which has not been cured or waived; (iii) no rent not yet due and payable under such tenant's lease has been paid more than one month in advance of its due date; (iv) such tenant has not asserted in writing, nor, to Seller’s Knowledge, has such tenant threatened to assert, any claim of offset or other defense in respect of its or the landlord's obligations under its Lease; and (v) except as set forth on Exhibit O, to Seller’s Knowledge, (1) all work required to be performed by Seller or GCI, as landlord, pursuant to the Leases nor and (2) all tenant improvement allowances, free rent, rent abatements and other concessions required to be paid by Seller or GCI, as landlord, pursuant to the Rents have Leases, has been assigned performed or pledged except paid, or will be performed or paid, prior to LenderClosing and, and no other Person has any interest therein except the tenants thereunderif not so performed or paid, will be credited to Buyer at Closing.

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 (the “Rent Roll”) I is true, complete and correct and reflects the terms of any lease modifications, waivers or deferrals agreed to by Borrower, and the Property is not subject to any Leases other than the Leases described in Schedule I. Borrower is the Rent Roll or owner and lessor of landlord’s interest in the title report delivered Leases. No Person has any possessory interest in the Property or right to Lenderoccupy the same except under and pursuant to the provisions of the Leases. Except as set forth on the Rent Roll or rent roll attached hereto as otherwise disclosed to Lender in writingSchedule I: To Borrower’s Knowledge, (i) each Lease is the Leases are in full force and effect; effect and there are no defaults thereunder by either party beyond any applicable notice or cure period, and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder, (ii) the tenants copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (iii) no Rent (excluding security deposits) has been paid more than one (1) month in advance of its due date, (iv) all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant, (v) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant has already been received by such Tenant, (vi) the Tenants under the Leases have accepted possession of and are in actual occupancy of all of their respective demised premises, Property and have commenced the payment of full, unabated rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) Borrower has delivered to Lender a true, correct and complete list of all security deposits under Leases are as set forth on made by Tenants at the Rent Roll and Property which have not been applied (including accrued interest thereon), all of which are held consistent by Borrower in accordance with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the applicable Lease and applicable Legal Requirements, (viii) each Tenant under a Lease and any guarantor of such Tenant’s obligations is free from bankruptcy or reorganization proceedings, (ix) no Tenant under any Lease (or any sublease) is an Affiliate of Borrower, except PUREgraphite Tenant pursuant to the PUREgraphite Lease; , (x) the Tenants under the Leases are open for business (other than PUREgraphite Tenant) and paying full, unabated rent and no Tenant has requested to discontinue its business at its premises or has gone dark (or has noticed Borrower of its intent to go dark) in all or a material portion of its leased premises, (xi) each there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, and no such fees or commissions will become due and payable in the future in connection with the Leases, including by reason of any extension of such Lease is subordinate or expansion of the space leased thereunder, (xii) no Tenant has assigned its Lease or sublet all or any portion of the premises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises, (xiii) no Tenant has informed Borrower or otherwise given notice (whether written or oral) that it intends to (or will seek to) “go dark”, vacate, cease to occupy or cease to conduct business in the ordinary course at its leased premises or any portion thereof, pursuant to any force majeure clause contained in its Lease or otherwise as a result of any pandemic, including, without limitation, the COVID-19 pandemic, (xiv) no Tenant has directly or indirectly (A) asserted any defense against the payment of any rent or other amounts under its Lease or the performance of any other obligations under its Lease, (B) sought or given notice (whether written or oral) that it intends to seek any relief or other concessions with respect to the Loan Documentspayment of any rent or other amounts under its Lease or the performance of any other obligations under its Lease or (C) made any other request for or otherwise given notice (whether written or oral) that it intends to seek any amendment, either deferral, forbearance, waiver or other modification of any term or provision of its Lease, in any case, pursuant to any force majeure clause contained in its terms Lease or otherwise as a result of any pandemic, including, without limitation, the COVID-19 pandemic and (xv) Borrower is not currently in discussions or negotiations (directly or indirectly) with any Tenant with respect to, and no Tenant has requested in writing, any material amendment or modification of the Lease (including, without limitation, any reduction, deferral or waiver in the rent or the term thereof or in any other amounts due thereunder). No Tenant under any Lease has a right or option pursuant to a subordination and attornment agreement. None of the Leases contains any option such Lease or otherwise to purchase or right of first refusal to purchase the Property all or any part thereofof the leased premises or the building of which the leased premises are a part. Neither the Leases nor There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect. All contingencies under the PUREgraphite Lease to the effectiveness thereof have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereundersatisfied.

Leases. To Borrower’s Knowledgeactual knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”a) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s KnowledgeSchedule III attached hereto and made a part hereof, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viiib) Borrower is the sole owner and lessor of the entire lessorlandlord’s interest in each Lease; the Leases, (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (xc) no Person has any possessory interest in, in the Property or right to occupy, occupy the Property same except under the terms of the Lease; and (xi) each Lease is subordinate pursuant to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None provisions of the Leases contains and (d) the current Leases are in full force and effect. To Borrower’s actual knowledge, no Rent has been paid more than one (1) month in advance of its due date, all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any tenant has already been received by such tenant. Other than in connection with the Original Loan, to Borrower’s actual knowledge, there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect. To Borrower’s actual knowledge, except as set forth on Schedule III, no tenant listed on Schedule III has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises, and no tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase or right of first refusal to purchase the Property all or any part thereofof the leased premises or the building of which the leased premises are a part. Neither the Leases nor the Rents have been assigned or pledged To Borrower’s actual knowledge, except to Lenderas set forth on Schedule III, and no other Person tenant under any Lease has any interest therein except right or option for additional space in the tenants thereunderImprovements.

Leases. To Borrower’s KnowledgeTrue, correct and complete copies of all of the leases of the Royale Properties and any amendments thereto (collectively, the rent roll attached "Royale Leases"), have been delivered to the H/SIC General Partners. Attached hereto as Schedule 3 Exhibit "Royale Leases" is a description of all of the Royale Leases and a current rent schedule ("Royale Rent Schedule") covering the “Rent Roll”) Leases, which is true, complete true and correct and in all material respects. There are no leases or tenancies of any space in the Property is not subject to any Leases other than the Leases described those set forth in the Rent Roll Exhibit "Royale Leases" or, to Royale's knowledge, any subleases or in the title report delivered to Lendersubtenancies unless otherwise noted therein. Except as otherwise set forth in Exhibit "Royale Leases" or elsewhere in this Agreement: (i) The Royale Leases are in full force and effect and constitute a legal, valid and binding obligation of the respective tenants; (ii) No tenant has an option to purchase the Royale Properties or any portion thereof, except as otherwise set forth in Exhibit "Royale Purchase Options"; (iii) No renewal or expansion options have been granted to the tenants, except as provided in the Royale Leases; (iv) To Royale's knowledge, Royale is not in material default under any of the Leases; (v) The rents set forth on the Royale Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and Schedule are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, being collected on a current basis and there are no offsetsarrearages in excess of one month, claims except as indicated in Exhibit "Royale Leases" hereto, nor has any tenant paid any rent, additional rent or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid other charge of any nature for any a period of more than thirty (30) days in advance; (vi) Royale has not sent written notice to any tenant claiming that such tenant is in default, which default remains uncured, and to Royale's knowledge, no tenant is in default under its Lease, except as indicated in Exhibit "Royale Leases"; (vii) No action or proceeding instituted against Royale by any tenant is presently pending in any court; and (ivviii) the rent payable under each Lease is the amount of fixed rent There are no security deposits other than those set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderExhibit "Royale Leases".

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”a) is Borrower represents and warrants to Lender that Borrower has delivered to Lender true, complete and correct and the Property is not subject to complete copies of all Leases (together with any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, and all amendments and modifications thereto) and that (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in the Leases; (ii) the Leases are valid, binding on each of the parties thereto, enforceable and in full force and effect and have not been altered, modified or amended in any manner whatsoever except as disclosed to Lender in the rent roll attached to the Closing Certificate dated as of the date hereof executed and delivered by Borrower to Lender prior to or simultaneously with its execution and delivery to Lender of this Mortgage (the “Rent Roll”); (iii) there are no side letters or other arrangements, whether or not constituting an amendment to any Lease, for any tenant inducements such as rebates or reductions in the rental provided for in any of said Leases; (iv) neither the Leases nor the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated; (v) none of the Rents have been collected for more than one (1) month in advance; (vi) the execution and delivery of this Mortgage and of the Assignment of Leases and Rents (as such term is hereinafter defined) will not constitute an event of default under any of the Leases; (vii) 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 except as explicitly identified on the Rent Roll; (viii) no tenant under any of the Leases is delinquent in the payment of rent or is in default under any material provision of its Lease except as shown on the Rent Roll; (ix) each Lease is there exist no offsets or defenses to the valid, binding and enforceable obligation payment of any portion of the Borrower Rents, and all of the applicable tenant thereunderobligations of the landlord pursuant to the Leases have been fully performed; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first offer or refusal or other right to purchase or acquire any portion of the Property or any part thereof. Neither ownership interest therein; (xi) except as disclosed in the Rent Roll no Lease contains any option, right of first offer or refusal, or other right to expand or reduce the premises demised thereunder, or to terminate the Lease or vacate the Property prior to the expiration of the term of such Lease (other than due to an event of condemnation or casualty) or any other similar provisions which adversely affect the Property or which might adversely affect the rights of Lender; and (xii) all tenants under the Leases nor are occupying their respective leased premises and are open for business as of the date hereof, and none of such tenants have given Borrower any notice of intention to vacate the leased premises prior to the expiration of their respective Lease terms. (b) Borrower covenants with Lender that Borrower (i) shall observe and perform all the obligations imposed upon the lessor under the Leases and shall not do or permit to be done anything to impair the value of the Leases as security for the Debt; (ii) shall enforce in a commercially reasonable manner all of the terms, covenants and conditions contained in the Leases upon the part of the tenants thereunder to be observed or performed, subject to the provisions of Section 13(e) hereof; (ii) shall promptly send to Lender copies of all notices of default which Borrower shall send or receive under the Leases; (iii) shall not collect any Rents more than one (1) month in advance; (iv) shall not execute any assignment of lessor’s interest in the Leases or the Rents have been assigned or pledged except other than the Assignment of Leases and Rents; (v) shall execute and deliver at the request of Lender all such further reasonable assurances, confirmations and assignments in connection with the Property as Lender shall from time to time require; and (vi) shall deliver to Lender, at Lender’s request, executed copies of all Leases now existing or hereafter arising. (c) If the Property includes commercial property, Borrower shall make all reasonable efforts to deliver to Lender upon request, tenant estoppel certificates and no subordination, nondisturbance and subordination agreements from each commercial tenant at the Property in form and substance reasonably satisfactory to Lender, provided that Borrower shall not be required to deliver such certificates more frequently than one (1) time in any calendar year. (d) Borrower further covenants with Lender that, unless Lender otherwise reasonably approved in writing, all Leases shall be written on the standard form of lease which has been reasonably approved by Lender or on such other Person form of lease as has been reasonably approved by Lender, subject to non-material commercially reasonable revisions negotiated at arms length, and shall provide that (i) they are subordinate to the Mortgage and any interest therein except indebtedness now or hereafter secured by the Property, (ii) the tenants thereunder shall attorn to Lender (such attornment to be effective upon Lender’s acquisition of title to the Property), (iii) the tenants thereunder shall execute such further evidences of attornment as Lender may from time to time request, (iv) the attornment of the tenants thereunder shall not be terminated by foreclosure, (v) Lender may, at Lender’s option, accept or reject such attornment, and (vi) the tenants thereunder agree to furnish, two times in any calendar year, as Lender may request, a certificate signed by such tenants confirming and containing such factual certifications and representations deemed reasonably appropriate by Lender. (e) Borrower shall not enter into any new Leases, or alter, modify or change the terms of the Leases, or consent to any assignment of Lease requiring the landlord’s consent, without the prior written consent of Lender, or cancel or terminate any of the Leases or accept a surrender thereof or take any other action which would effect a merger of the estates and rights of, or a termination or diminution of the obligations of, the tenants thereunder, or waive, release, reduce, discount or otherwise discharge or compromise the payment of any of the Rents to accrue under the Leases, without the prior written consent of Lender, except that Borrower may take the following actions with respect to any Lease of any office space to a non-affiliate of Borrower involving not more than five percent (5%) of the rentable square feet of the Property and not more than five percent (5%) of the gross rent payable under all Leases at the Property (each an “Ordinary Course Lease”) without obtaining Lender’s prior written consent, so long as no Event of Default exists and is continuing: (i) Borrower may execute a new Ordinary Course Lease of space at the Property or a renewal or modification of an existing Ordinary Course Lease if (A) such New Ordinary Course Lease, or modification or renewal of an existing Ordinary Course Lease, is the result of an arms-length transaction with a tenant unaffiliated with the Borrower and provides for payment of a net effective rent (after taking into account any free rent, construction allowances or other concessions granted by landlord) and other material amounts payable no less than the then effective fair market rent and economic terms then prevailing for similar properties and leases in the market area (and taking into account the type and creditworthiness of the tenant, the length of the term including any renewals, and the location and size of the premises covered thereby), and is otherwise on commercially reasonable terms, (B) such new Ordinary Course Lease or modification or renewal of an existing Ordinary Course Lease will not adversely affect the Property, Lender, or Borrower’s ability to fulfill its obligations under the Loan Documents, (C) each new Ordinary Course Lease satisfies the requirements of Section 13(d) above, (D) any Ordinary Course Lease which is modified or renewed continues to be an Ordinary Course Lease, and any new Ordinary Course Lease does not contain any expansion or renewal or extension options or provisions which, if exercised, would result in such Lease no longer being an Ordinary Course Lease, (E) such new Ordinary Course Lease, or modification or renewal of an existing Ordinary Course Lease, does not contain any options to purchase or other rights with respect to the ownership of the Property. (ii) Borrower may if and to the extent commercially reasonable evict, terminate or take other enforcement actions with respect to defaulting tenants under Ordinary Course Leases, and make commercially reasonable modifications or settlements on account of defaulted Ordinary Course Leases which are consistent with prudent property management standards and current market conditions, so long as any modified Lease remains an Ordinary Course Lease. Any request for approval of a Lease, or assignment, termination, amendment or modification of any Lease requiring approval as set forth above shall be made to Lender in writing and together with such request Borrower shall furnish to Lender: (i) such biographical and financial information about the proposed tenant and any guarantor of such proposed Lease as Lender may reasonably require, (ii) a copy of the proposed form of Lease (or amendment or modification), and (iii) a summary of the material terms of such proposed Lease (or amendment or modification) including, without limitation, rental terms and the term of the proposed Lease and any options.

Leases. To Borrower’s Knowledge, the (a) The rent roll attached hereto as Schedule 3 Exhibit 3.1(xviii)(a) and incorporated herein by this reference (hereinafter referred to as the “Rent Roll”) is true, complete complete, and correct with respect to the Leases in effect with respect to the Mortgaged Premises as of the Closing Date. The Borrower hereby further certifies to the Administrative Agent and the Property is not subject to any Lenders that there are no other Leases other than affecting the Leases described in Mortgaged Premises as of the Rent Roll or in the title report delivered to Lender. Except date of this Agreement except as set forth on the Rent Roll. (b) The liability of the Borrower for the return of tenants’ security deposits and interest shown on the Rent Roll is accurately set forth in the Leases. (c) Each of the Leases for the Mortgaged Premises submitted by the Borrower to the Administrative Agent is true, complete, and correct, there are no amendments or modifications thereto except as otherwise disclosed previously delivered to Lender the Administrative Agent, and such Leases constitute all of the Leases which cover all or any portion of the Mortgaged Premises. (d) Except as set forth in writing: To Borrower’s KnowledgeExhibit 3.1(xviii)(d) attached hereto and made a part hereof, (i) each Lease of the Leases for the Mortgaged Premises is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses default with respect to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof any Lease has been paid for declared by any period more than thirty (30) days in advance; (iv) party thereto and the rent payable under each Lease is the amount Borrower has no knowledge of fixed rent set forth in the Rent Roll, and there is no claim any facts or basis for circumstances which it might reasonably believe would give rise to a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; party thereto. (viie) all security deposits under Leases are Except as expressly set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower respect to the Mortgaged Premises, each tenant under the Leases is the sole owner in occupancy as of the entire lessor’s interest in each Lease; (ix) each Lease Closing Date, and is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) paying rent on a current basis with no Person has any possessory interest in, or right to occupyany rental offsets or claims, the Property except and no rent has been prepaid other than as permitted under the terms of the applicable Lease; . (f) Except as set forth and (xishown on Exhibit 3.1(xviii)(f) each Lease is subordinate to attached hereto and made a part hereof, the Loan DocumentsBorrower has received no requests for any concessions from, either pursuant to its terms or pursuant to a subordination and attornment agreement. None granted any concessions to, any tenant of the Leases contains any option to purchase or right of first refusal to purchase Mortgaged Premises within the Property or any part thereof. Neither thirty (30) day period immediately preceding the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderClosing Date.

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct in all material respects and the Property is Borrower has not subject to entered into any Leases leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid (except as set forth on Schedule 4.16) and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof3.7; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Major Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged by Borrowers except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge, Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule 3 (the “Rent Roll”) I is true, complete and correct in all material respects and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s KnowledgeSchedule I, (ib) each Lease is the Leases identified on Schedule I are in full force and effect; effect and there are no defaults under any Major Leases by either party, (iic) there are no defaults under any non-Major Leases by either party that, individually or in the aggregate, could be reasonably expected to have a Material Adverse Effect, (d) the tenants under copies of the Leases have accepted possession of delivered to Lender are true and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leasescomplete, and there are no offsetsoral agreements with respect thereto, claims or defenses to the enforcement thereof; (iiie) all rents due and payable under the Leases have been paid and no portion thereof Rent (including security deposits) has been paid for any period more than thirty one (301) days month in advance; advance of its due date (ivother than security deposits, percentage rents, escalation and estimated payments of taxes, insurance premiums and operating expenses payable by Tenants pursuant to the terms and provisions of their respective Leases), (f) the rent payable all work to be performed by Borrower under each Lease is the amount of fixed rent set forth in the Rent Roll, has been performed as required and there is no claim or basis for a claim has been accepted by the tenant thereunder for an adjustment applicable Tenant, (g) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant has already been received by such Tenant, (h) all security deposits and each Tenant Letter of Credit are being held in accordance with applicable Legal Requirements, (i) neither the rentlandlord nor any Tenant is in default under any of the Leases; (vj) Borrower has no tenant has made knowledge of any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part notice of the landlord under any Lease, and no event has occurred which, termination or default with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under respect to any Lease; (viik) all security deposits under Leases are as set forth on Borrower has not assigned or pledged any of the Rent Roll and are held consistent with Section 3.8 hereofLeases, the rents, any Tenant Letter of Credit, or any interests therein except to Lender; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (xl) no Person Tenant or other party has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any an option to purchase or right of first refusal or offer, to purchase the Property all or any part thereofportion of the Property; (m) no Tenant has the right to terminate its Lease prior to expiration of the stated term of such Lease; (n) all existing Leases are subordinate to the Mortgage either pursuant to their terms or a recorded subordination agreement; and (p) as of the Closing Date, the only Tenant Letters of Credit are those described in Schedule VIII attached hereto. Neither The term “Lease” as used in this Section 3.1.22 shall be limited to tenant leases and does not include subleases, licenses, concession agreements or other agreements otherwise included in the Leases nor definition of the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderterm “Lease” contained in Section 1.1 hereof.

Leases. To Borrower’s Knowledge, The Grantor represents and warrants that as of the rent roll date hereof: (i) the Leases identified in Schedule C attached hereto as Schedule 3 are the only Leases in existence on the date hereof relating to the Premises; (ii) true copies of such Leases have been previously delivered to the “Rent Roll”) is true, complete Beneficiary and correct and the Property is not subject to there are no agreements with any Tenant under such Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as those agreements expressly set forth on therein; (iii) the Rent Roll or as otherwise disclosed to Lender Grantor is the sole owner of all of the Grantor's Interest in writing: To Borrower’s Knowledge, such Leases; (iiv) each Lease of such Leases is in full force and effect; (ii) , constitutes a legal, valid and binding obligation of the tenants under Grantor and the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leasesapplicable Tenant thereunder, and there are no offsetsis enforceable against the Grantor and such Tenant in accordance with its terms, claims except as enforceability may be limited by applicable bankruptcy, insolvency or defenses to similar laws affecting the enforcement thereof; of creditors' rights generally or by equitable principles relating to enforceability; (iiiv) all rents due and payable there is no default under the any of such Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is existing no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease condition which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, time or both, both would constitute such cause a default; default thereunder; (vi) there is no present material default by the tenant all Rents due under any Lease; such Leases have been paid in full; (vii) all security deposits none of the Rents reserved under such Leases are as set forth on have been assigned or otherwise pledged or hypothecated except in favor of the Rent Roll and are held consistent with Section 3.8 Beneficiary pursuant to the provisions hereof; ; (viii) Borrower is the sole owner none of the entire lessor’s interest Rents (other than any security deposit collected in each accordance with the provisions of the applicable Lease; ) have been collected for more than one (1) month in advance; (ix) each Lease is there exists no offsets or defenses to the valid, binding and enforceable obligation payment of any portion of the Borrower Rents and the applicable tenant thereunder; Grantor owes no monetary obligation to any Tenant under any such Lease; (x) the Grantor has received no Person has notice from any possessory interest in, Tenant challenging the validity or right to occupy, the Property except under the terms enforceability of the any such Lease; and and (xi) no such Lease contains any option to purchase, right of first refusal to purchase, right of first refusal to relet, or any other similar provision; and (xii) each such Lease is subordinate to the Loan Documents, this Deed of Trust either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderrecordable Subordination Agreement.

Leases. To Borrower’s Knowledge(a) Section 3.11(a) of the Company Disclosure Schedule contains an accurate and complete list of each lease pursuant to which the Company or any of its Subsidiaries leases any real or personal property (excluding leases relating solely to personal property calling for rental or similar periodic payments not exceeding $50,000 per annum) (each a "Company Lease"). A true and complete copy of each Company Lease has heretofore been made available to Parent. (b) Each Company Lease is valid, binding and enforceable against the rent roll attached hereto as Schedule 3 (Company and each of its Subsidiaries that is a party thereto in accordance with its terms and, to the “Rent Roll”) is trueknowledge of the Company, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; . The leasehold estate created by each Company Lease of real property (iia "Company Leased Premise") the tenants under the Leases have accepted possession of is free and are in occupancy clear of all encumbrances other than Company Permitted Liens. There are no existing defaults by the Company or any of their respective demised premises, have commenced its Subsidiaries under any of the payment of rent under the LeasesCompany Leases in any material respect, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part knowledge of the landlord under any Lease, and Company no event has occurred whichthat (whether with or without notice, with lapse of time or the giving happening or occurrence of notice any other event) would constitute a default under any Company Lease. The Company has received no notice, and has no other reason to believe, that any lessor under any Company Lease will not consent (where such consent is necessary) to the consummation of the Merger without requiring any material modification of the rights or passage obligations of timethe lessee thereunder. (c) With respect to leases or licenses of tower space to which the Company or any of its Subsidiaries is a party ("Company Tower Leases"), (A) to the knowledge of the Company there are no applications, ordinances, petitions, resolutions or other matters pending before any governmental agency having jurisdiction to act on zoning changes that would prohibit or make nonconforming the use of any of the Company Leased Premises by the Company or any of its Subsidiaries, (B) either the Company or one of its Subsidiaries has good and valid easement rights providing reasonable access and utilities to and from the Company Leased Premises under the Company Tower Leases, (C) neither the Company nor any of its Subsidiaries has voluntarily granted any, or bothis a party to any agreement providing for, or has knowledge of any, easements, conditions, restrictions, reservations, rights or options that would constitute materially and adversely affect the use of any of the Company Leased Premises under the Company Tower Leases for the same purposes and uses as such a default; (vi) there is no present material default Company Leased Premises have been used by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property Company or any part thereof. Neither the Leases nor the Rents have been assigned or pledged of its Subsidiaries, except to Lender, and no other Person has any interest therein except the tenants thereunderfor Company Permitted Liens.

Leases. To Borrower’s Knowledge, Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule 3 (the “Rent Roll”) 3.1.22 is true, correct and complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s KnowledgeIonis Lease, (ib) each the Ionis Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, effect and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due defaults thereunder by any party thereto and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute such a default; defaults thereunder by any party thereto, (vic) the copies of the Leases delivered to Lender are true, correct and complete, and there is are no present material default oral agreements with respect thereto, (d) no Rent (including security or other deposits) has been paid more than one (1) month in advance of its due date, (e) all work to be performed by the tenant landlord under each Lease has been performed as required and has been accepted by the applicable Tenant, (f) any Lease; payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by the landlord to any Tenant has already been received by such Tenant, (viig) all security or other deposits under are being held in accordance with the applicable Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; all applicable Legal Requirements, (viiih) Borrower is the sole owner has no knowledge of any notice of termination or default with respect to any Lease, (i) Borrower has not assigned or pledged any of the entire lessor’s Leases, the rents or any interest in each Lease; therein except to Lender, (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (xj) no Tenant or other Person has any possessory interest inan option, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal or offer or any other preferential right to purchase the Property all or any part thereof. Neither portion of, or interest in, the Leases nor Property, (k) no Tenant has any right or option for additional space in the Rents Improvements, (l) no Tenant has assigned its Lease or sublet all or any portion of the premises demised thereby, (m) no Tenant has the right to terminate its Lease prior to expiration of the stated term of such Lease, (n) to Borrower’s knowledge, no Hazardous Substances have been assigned disposed, stored or pledged except treated by any Tenant on, under or about the Property, other than in compliance with all Legal Requirements and Environmental Laws, (o) Borrower does not have any knowledge of any Tenant’s intention to Lenderuse its leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any petroleum product or any other Hazardous Substances, other than in compliance with all legal requirements and Environmental Laws, and no other Person has any interest therein except (p) all existing Leases are subordinate to the tenants thereunderSecurity Instrument either pursuant to their terms or a recorded subordination agreement. Borrower acknowledges and agrees that the Ionis Lease is a “true lease” and does not represent a financing arrangement and Borrower covenants and agrees that it will reflect the Ionis Lease in all applicable books, records and reports in a manner consistent with true lease treatment.

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 together with the schedules and the exhibits attached to such rent roll (collectively, the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or and those additional Leases (if any) on Schedule 2 attached hereto and any existing subleases thereunder. No Person has any possessory interest in the title report Property or right to occupy the same except under and pursuant to the provisions of the Leases (and any existing subleases thereunder). As of the date hereof (i) Owner is the owner and holder of the landlord’s interest under each Lease; (ii) there are no prior assignments of the landlord’s interest by Owner (and to Borrower’s knowledge any prior landlord) in any Lease or any portion of Rents which are presently outstanding and have priority over the Assignment of Leases and Rents; (iii) true and correct copies of the Leases have been delivered by Borrower to Lender. Except Lender or made available to Lender and, the Leases have not been further modified or amended, except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, writing on or prior to the date hereof; (iiv) each Lease is in full force and effect; (iiv) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in except as disclosed on the Rent RollRoll or in any tenant estoppels delivered to Senior Lender in connection with the Loan and which are dated within 60 days of the date hereof (collectively, and there is no claim or basis for a claim by the “Tenant Estoppels”), neither Owner nor, to Borrower’s knowledge, any tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part is in default under any of the landlord under any material terms, covenants or provisions of the Lease, and and, except as disclosed to Lender in writing or in any Tenant Estoppels, Borrower knows of no event has occurred which, with but for the passage of time or the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material an event of default by the tenant under any Lease; (vi) except as expressly set forth in the Leases, the Tenant Estoppels or on the Rent Roll, there are no offsets or defenses to the payment of any portion of the Rents; and (vii) all security deposits under Leases are except as set forth disclosed on the Rent Roll or in any Tenant Estoppel, all Rents due and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) payable under each Lease is the validhave been paid in full and, binding except for estimated payments of operating expenses and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) taxes made by tenants in accordance with their Leases, no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except paid more than one (1) month in advance of the tenants thereunderdue dates thereof.

Leases. To Borrower’s Knowledge(a) The Acquiror Disclosure Letter contains a true, correct and complete rent roll for all leases, licenses and tenancies, each as amended and supplemented ("Acquiror Leases") covering all or each portion of the Acquiror Properties (the "Acquiror Rent Roll"). The Acquiror Rent Roll includes or describes for each Acquiror Lease, the name of the tenant, the space leased the current balances of security and other deposits, the current base rent roll attached hereto as Schedule 3 (the “Rent Roll”) tenant is trueobligated to pay thereunder, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. amount of percentage rent most recently paid. (b) Except as set forth on in the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s KnowledgeAcquiror Disclosure Letter, (i) to Acquiror's knowledge, each Lease of the Acquiror Leases is valid and subsisting and in full force and effect; (ii) no tenant is controlled by, under common control with or controls the tenants Company; (iii) the tenant under each of the Acquiror Leases have accepted is in actual possession of and are the leased premises; (iv) no tenant under any Acquiror Lease is in occupancy of all of their respective demised premises, have commenced arrears for the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days month preceding the month of the date of this Agreement or, to Acquiror's knowledge, otherwise in advance; (iv) the rent payable under each Lease is the amount default of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rentsuch tenant's lease obligations; (v) to Acquiror's knowledge, no tenant has made any claim against the landlord under any Acquiror Lease which remains outstanding, there are no defaults on intends to vacate prior to the part termination of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a defaultits lease; (vi) there is are no present material default pending summary proceedings or other legal actions by the tenant Acquiror for eviction under any Acquiror Lease; (vii) all security deposits decorating, repairs, alterations, or other work required to be performed by the Company under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereofAcquiror Leases, or the costs to be reimbursed to any tenant under any Acquiror Lease, has been performed or, if required, reimbursed; (viii) Borrower no space subject to any Acquiror Lease is occupied rent free or at a rental rate reduced from the sole owner of rates stated in the entire lessor’s interest in each LeaseAcquiror Rent Roll; and (ix) each Lease is the valid, binding and enforceable obligation none of the Borrower Acquiror Leases and none of the applicable tenant thereunder; (x) no Person has any possessory interest inrents or other amounts payable thereunder have been assigned, pledged or right encumbered, other than to occupylenders, as described in the Acquiror Disclosure Letter. Except as set forth in the Acquiror Disclosure Letter, the Property except under Company has not collected payment of rent (other than security deposits) accruing for a period which is more than one month beyond the terms date of collection. There are no material unsatisfied obligations wherein rent and/or other obligations of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms tenant in other buildings or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents improvements have been assigned or pledged except to Lender, and no other Person has any interest therein except assumed by the tenants thereunderCompany.

Leases. To Borrower’s Actual Knowledge, . the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the Property is Properties are not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderSchedule 4.1.25 attached hereto and made a part hereof. Except as set forth on disclosed in the Rent Roll or as otherwise disclosed rent roll and arrearages report for each Individual Property delivered to and approved by Lender, in the tenant estoppel letters delivered to Lender on or prior to the Closing Date, or in writing: To Borrower’s KnowledgeSchedule 4.1.25 annexed hereto, as of the date hereof, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Mortgage Borrower is the sole owner of the entire lessor’s interest in each Leasethe Leases; (ii) to Borrower’s Actual Knowledge, the Leases are valid and enforceable and in full force and effect; (iii) to Borrower’s Actual Knowledge, all of the Leases are arms-length agreements with bona fide, independent third parties; (iv) to Borrower’s Actual Knowledge, no party under any Lease is in default in the performance of any of such party’s material obligations under such Lease beyond the expiration of any applicable grace or cure period; (v) to Borrower’s Actual Knowledge, all Rents due under any of the Leases have been paid in full; (vi) to Borrower’s Actual Knowledge, Borrower has delivered or made available to Lender true and correct copies of all Major Leases including all amendments and modifications thereto; (vii) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated by Mortgage Borrower in favor of any party other than Mortgage Lender; (viii) none of the Rents have been collected by Mortgage Borrower or Manager for more than one (1) month in advance (except that a security deposit or prepayment of first month’s and last month’s rent shall not be deemed rent collected in advance); (ix) each Lease is to Borrower’s Actual Knowledge, the valid, binding premises demised under the Leases have been completed (other than with respect to tenant improvements that remain outstanding and enforceable obligation for which Mortgage Lender has reserved funds under the Mortgage Loan Documents) and the tenants under the Leases have accepted the same and have taken possession of the Borrower and the applicable tenant thereundersame on a rent-paying basis; (x) no Person has tenant under any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains has asserted in writing to Borrower, Mortgage Borrower or Manager any option offset or defense to purchase or right the payment of first refusal to purchase any portion of the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.Rents;

Leases. To Borrower’s Knowledge, Each Entity that owns fee title to the rent roll attached hereto as Schedule 3 underlying Property (the “Rent Roll”"Holder") is trueholds the lessor's interest under all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of such Property (the "Leases"). A true and complete and correct and copy of all Leases have been made available to the Property is not subject Acquirer; to any A&O's knowledge, such Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is are in full force and effect; (ii, except as indicated otherwise in Section 2.2(j) the Disclosure Schedule, the Holder, as lessor under such Leases, has not received any notice that it is in default of any of its obligations under such Leases beyond any applicable grace period which has not been cured; to A&O's knowledge, except as set forth in Section 2.2(j) of the Disclosure Schedule, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect with respect to the applicable Holder; rent is being billed to the tenants in accordance with the Leases; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent and no tenant under any such Lease claims a right to any of the foregoing, except as set forth in Section 2.2(j) of the Disclosure Schedule; the Holder has received no written notice that any tenant under any such Lease contests any rent or other charges billed to it, except as set forth in Section 2.2(j) of the Disclosure Schedule; no assignment of the Holder's rights under any Lease is in effect on the date hereof other than collateral assignments to secure mortgage indebtedness; and, except as set forth in Section 2.2(j) of the Disclosure Schedule with respect to any Leases entered into by such Holder, no brokerage commissions will be due upon the failure of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To A&O's knowledge, all material obligations of the lessor under the Leases that have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses accrued to the enforcement thereof; (iii) all rents due and payable under the Leases date hereof have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim performed or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereundersatisfied.

Leases. To Borrower’s Knowledge, 3.10.1 Schedule 3.10 hereto is an accurate and complete list of all leases or rights of occupancy pursuant to which the rent roll attached hereto as Schedule 3 Company leases or subleases any real property or interest therein or personal property (the “Rent Roll”) is true, complete "Leases"). A true and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report copy of each Lease has been delivered to LenderPurchaser together with all amendments and modifications thereto, and all subordination, non-disturbance and/or attornment agreements related thereto, and no changes have been made thereto since the date of delivery. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Each Lease is valid and in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there . There are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord existing defaults under any Lease which remains outstanding, there are no defaults on the part provision of the landlord under any Lease, and no event has occurred whichwhich (with or without notice, lapse of time or both) would constitute a default thereunder. 3.10.2 The Company is in actual possession of the properties demised under the Leases and, except as shown on Schedule 3.10, has good and indefeasible title to the leasehold estates conveyed under the Leases free and clear of all title defects or objections, mortgages, liens, claims, charges, security interests or other encumbrances of any nature whatsoever, and are not, in the case of the properties demised under the Leases, to the knowledge of Seller, subject to any rights of way, building use restrictions, exceptions, variances, reservations or limitations of any nature whatsoever except, (i) liens shown on the Unaudited Balance Sheet as securing specific liabilities or obligations or other matters with respect to which no default exists, and (ii) liens for taxes not yet due and payable. No portion of any of the giving improvements erected by and under the direction of notice the Company on the properties demised under the Leases encroach on adjoining property or passage public streets and, to the knowledge of timethe Company, no portion of any of the properties demised under the Leases are, or bothhave been, would constitute subjected to a special ad valorem tax valuation such that a default; change in ownership or use (viwhether now existing or in the future) there is no present material default by has caused or will cause additional ad valorem taxes to be imposed upon the tenant properties demised under any Lease; (vii) the Leases. 3.10.3 The basic rent and all security deposits additional rent payable under the Leases are have been paid to date. To the knowledge of Seller, except as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the validSchedule 3.10, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right all work required to occupy, the Property except be performed under the terms of Leases by the Lease; landlord thereunder or by the Company has been performed and (xi) each Lease is subordinate to the Loan Documentsextent that the Company is responsible for payment of such work, either pursuant has been fully paid for, whether directly to its terms the contractor performing such work or pursuant to a subordination and attornment agreement. None of such landlord as reimbursement therefor except for items which the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents Company is disputing in good faith. 3.10.4 There have been assigned no casualties which could result in the termination of any Lease or pledged except the application of any buy-out provisions contained in any Lease relative to Lender, and no other Person has any interest therein except the tenants thereunderdamage by casualty.

Leases. To Borrower’s KnowledgeExcept as previously disclosed in writing to Lender, whether in the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and for the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll and approved by Lender or as otherwise disclosed to Lender in writing: To Borrower’s Knowledgeotherwise, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viiia) Borrower is the sole owner of the entire lessor’s 's interest in the Leases; (b) the Leases are valid and enforceable and in full force and effect; (c) all of the Leases are arms-length agreements with bona fide, independent third parties; (d) no party under any Lease is in default; (e) all Rents due have been paid in full; (f) the terms of all alterations, modifications and amendments to the Leases are reflected in the certified occupancy statement delivered to and approved by Lender; (g) none of the Rents reserved in the Leases have been assigned or otherwise pledged or hypothecated; (h) none of the Rents have been collected for more than one (1) month in advance (except a security deposit shall not be deemed rent collected in advance); (i) 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; (j) there exist no offsets or defenses to the payment of any portion of the Rents; (k) Borrower has received no notice from any tenant challenging the validity or enforceability of any Lease; (l) there are no agreements with the tenants under the Leases other than expressly set forth in each Lease; (ixm) each Lease is the valid, binding Leases are valid and enforceable obligation of the against Borrower and the applicable tenant thereundertenants set forth therein; (xn) no Person Lease contains an option to purchase, right of first refusal to purchase, or any other similar provision; (o) no person or entity has any possessory interest in, or right to occupy, the Property except under the terms of the and pursuant to a Lease; and (xip) each Lease is subordinate to the Loan Documentsthis Security Instrument, either pursuant to its terms or pursuant a recordable subordination agreement; (q) no Lease has the benefit of a non-disturbance agreement that would be considered unacceptable to a subordination and attornment agreement. None of prudent institutional lenders, (r) all security deposits relating to the Leases contains any option reflected on the certified rent roll or other certification delivered to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents Lender have been assigned collected by Borrower; and (s) no brokerage commissions or pledged except to Lender, finders fees are due and no other Person has payable regarding any interest therein except the tenants thereunderLease.

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 2 (the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereofof the Senior Loan Agreement; (viii) Borrower Owner is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower Owner and the applicable tenant thereunder; and (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to LenderSenior Lender in accordance with the Senior Loan Documents, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge, The Mortgagor represents and warrants that: (i) the rent roll Leases identified on Schedule D attached hereto as Schedule 3 are the only Leases in existence on the date hereof with respect to the Premises and Leased Premises; (ii) true copies of such Leases have been previously delivered to the “Rent Roll”) is true, complete Mortgagee and correct and the Property is not subject to there are no agreements with any Tenant under such Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as those agreements expressly set forth on therein; (iii) it is the Rent Roll or as otherwise disclosed to Lender sole owner of all of the Mortgagor's Interest in writing: To Borrower’s Knowledge, such Leases; (iiv) each Lease of such Leases is in full force and effect; (ii) , constitutes a legal, valid and binding obligation of the tenants under Mortgagor and the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leasesapplicable Tenant thereunder, and there are no offsetsis enforceable against the Mortgagor and such Tenant in accordance with its terms except as enforceability may be limited by applicable bankruptcy, claims insolvency or defenses similar laws affecting the enforcement of creditors' rights generally or by equitable principles relating to enforceability or by other laws and regulations of non-U.S. jurisdictions; (v) to the enforcement thereof; (iii) all rents due and payable best of Mortgagor's knowledge, there is no default under the any of such material Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is existing no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease condition which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, time or both, both would constitute such cause a default; default thereunder; (vi) there is no present material default by all Rents due under such Leases have been paid in full through the tenant under any Lease; date hereof; (vii) all security deposits none of the Rents reserved under such Leases are as set forth on have been assigned or otherwise pledged or hypothecated except in favor of the Rent Roll and are held consistent with Section 3.8 Mortgagee pursuant to the provisions hereof; ; (viii) Borrower is the sole owner none of the entire lessor’s interest Rents (other than any security deposit collected in each Lease; accordance with the provisions of the applicable Lease and other than with respect to that certain Thermal Energy Services Agreement dated September 27, 1996 by and between Atlantic Jersey Thermal Systems, Inc. and Mortgagor have been collected for more than one (1) month in advance; (ix) each Lease is to the validbest of Mortgagor's knowledge, binding and enforceable obligation there exists no offsets or defenses to the payment of any portion of the Borrower Rents and the applicable tenant thereunder; Mortgagor owes no monetary obligation to any Tenant under any such Lease; (x) it has received no Person has notice from any possessory interest in, Tenant challenging the validity or right to occupy, the Property except under the terms enforceability of the any such Lease; and ; (xi) no such Lease contains any option to purchase, right of first refusal to purchase, right of first refusal to relet, or any other similar provision; and (xii) each such Lease is subordinate to the Loan Documents, this Mortgage either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderrecordable Subordination Agreement.

Leases. To Borrower’s KnowledgeBorrower represents and warrants to Agent with respect to the Leases that, except as disclosed (x) in any Tenant estoppel certificate addressed and delivered to Agent and Lenders prior to the Closing Date, or (y) on Schedule 3.1.22 hereto: (a) the rent roll attached hereto as Schedule 3 (the “Rent Roll”) I is true, complete and correct and in all material respects, the Property is not subject to any Leases other than the Leases described in the Rent Roll or Schedule I, and no Person has any possessory interest in the title report delivered Property or right to Lender. Except as set forth on occupy the Rent Roll or as otherwise disclosed same except under and pursuant to Lender in writing: To Borrower’s Knowledgethe provisions of the Leases, (ib)(i) each Lease is the Leases identified on Schedule I are in full force and effect; , (ii) to the tenants under best of Borrower’s knowledge, there are no defaults thereunder by the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leasesapplicable Tenant, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute such a default; (vi) there is no present material default by a Tenant thereunder, (iii) to Borrower’s knowledge, there are no defaults thereunder by Borrower, as landlord, and there are no conditions that, with the tenant passage of time or the giving of notice, or both, would constitute a default by Borrower, as landlord, thereunder, and (iv) to Borrower’s knowledge, no Tenant is subject to an action under any Lease; state or federal bankruptcy, insolvency, or similar laws or regulations, (viic) the copies of the Leases delivered to Agent are true and complete in all material respects, and there are no oral agreements with respect thereto, (d) no Rent (other than security deposits) has been paid more than one (1) month in advance of its due date, (e) all work to be performed by Borrower under each Lease as of the date hereof has been performed as required and has been accepted by the applicable Tenant, (f) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant as of the date hereof has already been received by such Tenant, (g) all security deposits are being held in accordance with Legal Requirements, (h) all Tenants at the Property are paying full rent under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; their Leases, (viiii) Borrower no Tenant under any Lease (or any sublease) is the sole owner an Affiliate of Borrower, (j) no Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the entire lessor’s interest leased premises or the Improvements of which the leased premises are a part, (k) except as previously disclosed in writing to Agent, each Lease; Tenant at the Property is in physical occupancy of the premises demised under its Lease and has not sublet any portion thereof to any Person, and (ixl) each Lease is the valid, binding and enforceable obligation of no Person other than the Borrower and the applicable tenant thereunder; (x) no Person has Tenant have any possessory right, title or interest in, or right in and to occupy, the Property Leases and Rents except under the terms of the Lease; rights and (xi) each Lease is subordinate Liens granted to Agent pursuant to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”a) is true, complete and correct and the Property is The Properties are not subject to any Leases other than the Leases described in Schedule 4.1.26(A) attached hereto and made a part hereof. Mortgage Borrower is the Rent Roll or owner and lessor of landlord’s interest in the title report delivered Leases. No Person has any possessory interest in any Individual Property or right to Lenderoccupy the same except under and pursuant to the provisions of the Leases. Except as otherwise set forth on Schedule 4.1.26(B) hereof, the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is current Leases are in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstandingeffect and, there are no defaults on by Mortgage Borrower or, to the part best of the landlord Pledgor’s knowledge, any tenant under any Lease, and and, to the best of Pledgor’s knowledge, there are no event has occurred whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute such a default; defaults under any Lease. No Rent has been paid more than one (vi1) there is month in advance of its due date. There are no present material default offsets or defenses to the payment of any portion of the Rents. Except as otherwise set forth on Schedule 4.1.26(B) hereof, all work to be performed by Mortgage Borrower under each Lease has been performed as required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Mortgage Borrower to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is still in effect. Except as described on Schedule 4.1.26, no tenant under any Lease; (viiLease has sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under sublease, nor does anyone except such tenant and its employees occupy such leased premises. Except as otherwise set forth on Schedule 4.1.26(B) hereof, no tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all security deposits or any part of the leased premises or the building of which the leased premises are a part. Except as otherwise set forth on Schedule 4.1.26(B) hereof, no tenant under Leases are any Lease has any right or option for additional space in the Improvements. Except as set forth in the Environmental Reports, no Hazardous Materials have been disposed, stored or treated by any tenant under any Lease on or about the Rent Roll leased premises nor does Pledgor have any knowledge of any tenant’s intention to use its leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any Hazardous Materials, except those that are both (i) in compliance with current Environmental Laws and with permits issued pursuant thereto (if such permits are required), and (ii) either (A) in amounts not in excess of that necessary to operate, clean, repair and maintain the applicable Individual Property or each tenant’s respective business at such Individual Property as set forth in their respective Leases, (B) held consistent with Section 3.8 hereof; by a tenant for sale to the public in its ordinary course of business, or (viiiC) Borrower is fully disclosed to and approved by Lender in writing pursuant to the sole owner Environmental Reports. (b) Lender shall have all of the entire lessor’s interest rights against lessees of each Individual Property located in each Lease; (ix) each Lease is the valid, binding and enforceable obligation State of New York set forth in Section 291-1 of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Real Property except under the terms Law of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderNew York.

Leases. To Borrower’s Knowledge(a) The Target Disclosure Letter contains a true, correct and complete rent roll for all leases, licenses and tenancies, each as amended and supplemented ("Target Leases") covering all or each portion of the Target Properties (the "Target Rent Roll"). The Target Rent Roll includes or describes for each Target Lease, the name and address of the tenant, the space leased, the current balances of security and other deposits, the current base rent roll attached hereto as Schedule 3 (the “Rent Roll”) tenant is obligated to pay thereunder, and the amount of percentage rent most recently paid. Target has delivered to Acquiror a true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. complete statement evidencing common area maintenance xxxxxxxx and real estate tax escalations under each Target Lease. (b) Except as set forth on in the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s KnowledgeTarget Disclosure Letter, (i) to Target's knowledge, each Lease of the Target Leases is valid and subsisting and in full force and effect; (ii) no Tenant is controlled by, under common control with or controls Target; (iii) the tenants tenant under each of the Target Leases have accepted is in actual possession of and are the leased premises; (iv) no tenant under any Target Lease is in occupancy of all of their respective demised premises, have commenced arrears for the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days month preceding the month of the date of this Agreement or to Target's knowledge otherwise in advance; (iv) the rent payable under each Lease is the amount default of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rentsuch tenant's lease obligations; (v) to Target's knowledge, no tenant has made any claim against the landlord under any Target Lease which remains outstanding, there are no defaults on intends to vacate prior to the part termination of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a defaultits lease; (vi) there is are no present material default pending summary proceedings or other legal actions by the tenant Target for eviction under any Target Lease; (vii) all security deposits decorating, repairs, alterations, or other work required to be performed by Target under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereofTarget Leases, or the costs to be reimbursed to any tenant under any Target Lease, has been performed or, if required, reimbursed; (viii) Borrower no space subject to any Target Lease is occupied rent free or at a rental rate reduced from the sole owner of rates stated in the entire lessor’s interest in each LeaseTarget Rent Roll; and (ix) each Lease is the valid, binding and enforceable obligation none of the Borrower Target Leases and none of the rents or other amounts payable thereunder have been assigned, pledged or encumbered, other than to lenders, except as described in the Target Disclosure Letter. Target has not collected payment of rent (other than security deposits) accruing for a period which is more than one month beyond the date of collection. All brokerage or leasing commissions payable by the landlord with respect to Target Leases have been paid in full and there are no commissions payable with respect to renewals or extensions of any Target Lease. There are no material unsatisfied obligations wherein rent and/or other obligations of the tenant in other buildings or improvements have been assumed by Target. (c) Except as shown in the Target Disclosure Letter, to Target's knowledge, no tenant, licensee or occupant under any of the Target Leases has notified Target in writing of any claim, offset or defense which would materially affect the collection of rent from such tenant. (d) The Target Disclosure Letter sets forth a true, correct and complete list of all written or oral legally enforceable commitments made by Target to lease any of the Target Properties or any portion thereof which has not yet been reduced to a written lease. To Target's knowledge, no person has asserted, or is threatening to assert, that any of such written or oral commitments is not legally enforceable. Target has delivered to Acquiror true, correct and complete copies of all such written commitments and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right Target Disclosure Letter provides with respect to occupy, each such oral commitment the Property except under the principal terms of the Lease; and (xi) each Lease is subordinate to the Loan Documentssuch commitment, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lenderincluding, and no other Person has any interest therein except the tenants thereunderif applicable, those items set forth in Section 3.07(a).

Leases. To Borrower’s Knowledge, With respect to the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete assignment of Leases and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as Rents set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s KnowledgeArticle 7 below, Mortgagor represents that (i) each it has listed such Lease in the Schedule of Material Contracts attached to the Credit Agreement; (ii) as of the date hereof, Mortgagor is not, in the capacity of lessor, a party to any other lease, whether written or oral, or any agreement for the use and occupancy of any of the Mortgaged Property as of the date hereof, except as heretofore disclosed in writing by Mortgagor to Mortgagee; (iii) the Leases are valid, binding and in full force and effect; (ii) the tenants under the Leases effect and have accepted possession of and are not been amended or modified, except as heretofore disclosed in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses writing by Mortgagor to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advanceMortgagee; (iv) the rent payable under each Lease Mortgagor is the amount sole owner of fixed rent set forth the lessor’s interest in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rentLeases; (v) except for any Permitted Encumbrances, Mortgagor has not executed any other assignment or pledge of any of the Leases or Rents or performed any other act or executed any other instrument which might prejudice Mortgagee’s rights hereunder; (vi) to the best of Mortgagor’s knowledge, no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults material default exists on the part of any lessee, or on the landlord under any Leasepart of Mortgagor, and as lessor, in the performance of the terms, covenants, provisions, conditions or agreements contained in the Leases; (vii) Mortgagor knows of no event has occurred condition which, with the giving of notice or the passage of time, time or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under of the Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereofpart of any lessee or Mortgagor, as lessor, except as heretofore disclosed in writing by Mortgagor to Mortgagee; (viii) Borrower is the sole owner of the entire lessor’s interest no rent has been paid by any lessee for more than one installment in each Leaseadvance; and (ix) each Lease is the valid, binding and enforceable obligation payment of none of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right Rents to occupy, the Property except accrue under the terms of the Lease; and (xi) each Lease is subordinate Leases has been or will be waived, released, reduced, discounted or otherwise discharged or compromised by Mortgagor, except as heretofore disclosed in writing by Mortgagor to Mortgagee. Notwithstanding anything to the Loan Documentscontrary contained in this Mortgage, either pursuant Mortgagor shall not be deemed to be in default of its terms obligations under this Mortgage as a result of any breach of any representation and warranty set forth in clauses (i) through (ix), inclusive, of this Section 3.4, if such breach individually or pursuant in the aggregate, could not reasonably be expected to result in a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderMaterial Adverse Effect.

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 (the “Rent Roll”) is is, to Borrower’s knowledge, true, complete and correct in all material respects and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except To Borrower’s knowledge, except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingRoll: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrower’s knowledge, no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s best knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; thereunder and (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 (the “Rent Roll”) XI is true, complete and correct in all material respects and the no Individual Property is not subject to any Leases other than the Leases described on Schedule XI. Borrower is the owner and lessor of landlord’s interest in the Rent Roll Leases. No Person has any possessory interest in any Individual Property or in right to occupy the title report delivered same except under and pursuant to Lenderthe provisions of the Leases (other than typical short-term occupancy rights of hotel guests). Except as set forth The Leases identified on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is Schedule XI are in full force and effect; effect and there are no material defaults thereunder by Borrower or, to Borrower’s knowledge, the other party beyond any applicable notice or cure period (iiexcept as disclosed on Schedule XI), and, to Borrower’s knowledge, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. The copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto. No Rent relating to the Leases (including security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable tenant. Any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any tenant has already been received by such tenant except as otherwise set forth on Schedule XI. The tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, Individual Property and have commenced the payment of full, unabated rent under the Leases. Borrower has delivered to Lender a true, correct and there complete list of all security deposits made by tenants at the Properties which have not been applied (including accrued interest thereon), all of which are held by Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements. To Borrower’s knowledge, each tenant is free from bankruptcy or reorganization proceedings. No tenant under any Lease (or any sublease) is an Affiliate of Borrower. To Borrower’s knowledge, the tenants under the Leases are open for business and paying full, unabated rent. There are no offsets, claims brokerage fees or defenses to the enforcement thereof; (iii) all rents commissions due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, connection with the giving leasing of notice or passage of timespace at any Individual Property, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are except as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner Schedule XI. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the entire lessor’s interest in each Lease; (ix) each Lease is Rents relating thereto or other Gross Revenue received therein which will be outstanding following the valid, binding and enforceable obligation funding of the Borrower and the applicable Loan (other than to Lender). No tenant thereunder; (x) no Person listed on Schedule XI has assigned its Lease or sublet all or any possessory interest in, or right to occupy, the Property except under the terms portion of the Lease; premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor, to Borrower’s knowledge, does anyone except such tenant and (xi) each its employees, guests and invitees occupy such leased premises. No tenant under any Lease is subordinate to the Loan Documents, either has a right or option pursuant to its terms such Lease or pursuant to a subordination and attornment agreement. None of the Leases contains any option otherwise to purchase or right of first refusal to purchase the Property all or any part thereofof the leased premises or the building of which the leased premises are a part. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person No tenant under any Lease has any interest therein right or option for additional space in the Improvements, except the tenants thereunderas disclosed on Schedule XI.

Leases. To Borrower’s Knowledge, Schedule 3.9 sets forth a copy of the most recent rent roll attached hereto as Schedule 3 for each Real Property (the each, a “Rent Roll”) ), which Rent Roll, to such Seller’s Knowledge, is true, complete true and correct and in all material respects as of the Property is not subject to any Leases other than the Leases described date of such Rent Roll. Except as noted in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s KnowledgeRoll, (i) each Lease is in full force all rent and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents other charges due and payable under the Leases have been paid and there are no portion thereof arrears or past due amounts due under the Leases, (ii) no rent or other charge under any Lease has been paid for any period more than thirty (30) days in advance; advance of its due date, and (iii) except as may be noted on Schedule 3.9.1, no tenant under any Lease has been given any concession, rebate, allowance or free rent for any period after the date of Closing, and (iv) except as may be noted on Schedule 3.9.1, all construction obligations of Sellers have been fully satisfied. The Leases are in full force and effect and constitute the valid and binding legal obligations of the respective tenants thereunder (the “Tenants”). No Seller has received any written notice of any dispute, termination or default from any Tenant under any of the Leases, and, except as may be noted on the Rent Roll or in the lease files delivered or made available by Sellers to Buyers, no Seller has any Knowledge of (1) any dispute or any existing and uncured material default, or any claim of default (or any right to set-offs, offsets or abatements of or against rent or any other charges currently payable under each Lease is the amount of fixed rent set forth in the Rent Rollits Lease), and there is no claim by such Seller or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord Tenant under any Lease which remains outstanding, there are no defaults on the part of the landlord under Leases, or (2) any Lease, and no event that has occurred and is continuing which, with the giving of notice or passage of time, or both, would constitute such or would reasonably be expected to constitute a default; (vi) there is no present material default by the tenant under any Lease; . True, correct and complete copies of the Leases (viiincluding, without limitation, all amendments, modifications, supplements, restatements and guarantees thereof) have been made available by Sellers to Buyers. (a) Schedule 3.9 sets forth a true, correct and complete list of all Leases. Other than the Leases on Schedule 3.9, the ACS Lease (which shall be terminated prior to Closing) and the License Agreements (including those on Schedule 3.10), there are no leases, rental agreements, licenses or other occupancy agreements (or other agreements modifying or supplementing the foregoing) granted by Sellers with respect to any Real Property. (b) Schedule 3.9 sets forth a true, correct and complete list of all security deposits under Leases are as set forth on the Rent Roll (and are held consistent with Section 3.8 hereof; indicates whether cash or non-cash (viiii.e. letters of credit)) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, paid or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either deposited by a Tenant pursuant to its terms or Lease. All Tenant security deposits that are required to be deposited in escrow pursuant to any Lease have been so deposited and are being held by the applicable Seller or have been applied by such Seller in accordance with each Lease and all applicable Laws. (c) Schedule 3.9 sets forth a subordination true, correct and attornment agreement. None complete list of all unpaid tenant allowances, other tenant incentives, brokerage commissions, and/or leasing fees owed or that could come due under any of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderLeases.

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 II (the “Rent Roll”) is true, complete and correct in all material respects as of the date hereof and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except as set forth on (x) the Rent Roll Roll, or as otherwise disclosed (y) the tenant estoppels, accounts receivable schedule, “dark space” summary reports, subtenant summary reports, or security deposit reports actually delivered to Lender in writingwriting by Borrower prior to the Closing Date: To Borrower’s Knowledge, (ia) each Lease is in full force and effect; (iib) the tenants Tenants under the Leases have accepted possession of and are in occupancy (and have not exercised any right of “going dark” under the applicable Lease) of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iiic) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) 30 days in advance; (ivd) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant Tenant thereunder for an adjustment to the rent; (ve) no tenant Tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vif) to Borrower’s knowledge, there is no present material default by the tenant Tenant under any Lease; (viig) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof5.1.21; (viiih) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ixi) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant Tenant thereunder; (xj) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xik) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants Tenants thereunder.

Leases. To Borrower’s KnowledgeBorrower has delivered to Lender a true, the correct and complete rent roll attached hereto as Schedule 3 for the Property (the “Rent Roll”) is true), complete and correct and which includes all Leases affecting the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderProperty. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingRoll: To Borrower’s Knowledge, (i) to the best of Borrower’s knowledge, each Lease is in full force and effect; , (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; , (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) 30 days in advance; , (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; , (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, to the best of Borrower’s knowledge, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; , (vi) to Borrower’s best knowledge, there is no present material default by the tenant under any Lease; , (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; Roll, (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; , (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and and, to the best of Borrower’s knowledge, the applicable tenant thereunder; , (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; , and (xi) to the best of Borrower’s knowledge, each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge, the The rent roll rolls attached hereto as Schedule 3 (the “Rent Roll”) is I are true, complete and correct and the no Property is not subject to any Leases other than the Leases described in Schedule I. Borrowers are the Rent Roll or owners and lessors of landlord’s interest in the title report delivered Leases. No Person has any possessory interest in any Property or right to Lenderoccupy the same except under and pursuant to the provisions of the Leases. Except as set forth on the Rent Roll or rent rolls attached hereto as otherwise disclosed to Lender in writingSchedule I: To Borrower’s Knowledge, (i) each Lease is the Leases are in full force and effect; effect and there are no defaults thereunder by either party beyond any applicable notice or cure period, and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder, (ii) the tenants copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (iii) no Rent (excluding security deposits) has been paid more than one (1) month in advance of its due date, (iv) all work to be performed by any Borrower under any Lease has been performed as required and has been accepted by the applicable Tenant, (v) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by any Borrower to any Tenant has already been received by such Tenant, (vi) the Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, Property and have commenced the payment of full, unabated rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) Borrowers have delivered to Lender a true, correct and complete list of all security deposits under Leases are as set forth on the Rent Roll and made by Tenants at any Property which have not been applied (including accrued interest thereon), all of which are held consistent by Borrowers in accordance with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; applicable Lease and applicable Legal Requirements, (viii) each Tenant under a Major Lease is free from bankruptcy or reorganization proceedings, (ix) no Tenant under any Lease (or any sublease) is an Affiliate of any Borrower, (x) the Tenants under the Leases are open for business and paying full, unabated rent and no Tenant has requested to discontinue its business at its premises, (xi) each there are no brokerage fees or commissions due and payable in connection with the leasing of space at any Property, and no such fees or commissions will become due and payable in the future in connection with the Leases, including by reason of any extension of such Lease is subordinate to or expansion of the Loan Documentsspace leased thereunder, either (xii) no Tenant under any Lease has any right or option for additional space in the Improvements and (xiii) no Tenant has assigned its Lease or sublet all or any portion of the premises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises. No Tenant under any Lease has a right or option pursuant to its terms such Lease or pursuant to a subordination and attornment agreement. None of the Leases contains any option otherwise to purchase or right of first refusal to purchase the Property all or any part thereofof the leased premises or the building of which the leased premises are a part. Neither the Leases nor There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents have been assigned or pledged except to Lender, and no other Person has any interest received therein except the tenants thereunderwhich is still in effect.

Leases. To Borrower’s Knowledgeknowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the Property is Properties are not subject to any Leases other than (a) the Leases described in Schedule XIV attached hereto and made a part hereof and (b) Leases of less than 5,000 square feet. Operating Lessee is the Rent Roll or owner and lessor of landlord’s interest in the title report delivered to LenderLeases. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, knowledge (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving exception of notice or passage of timehotel guests, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, in any Individual Property or right to occupy, occupy the Property same except under and pursuant to the terms provisions of the Lease; Leases, (ii) the current Leases are in full force and effect, (iii) no Rent (including security deposits) has been paid more than one (1) month in advance of its due date and (xiiv) all work to be performed by Mortgage Borrower or Operating Lessee under each Lease is subordinate has been performed as required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to the Loan Documentsbe given by Mortgage Borrower and/or Operating Lessee to any tenant has already been received by such tenant. To Borrower’s knowledge (A) except for those tenants listed in Schedule XIV, either no tenant under any Lease has a right or option pursuant to its terms such Lease or pursuant to a subordination and attornment agreement. None of the Leases contains any option otherwise to purchase or right of first refusal to purchase the Property all or any part thereof. Neither of the Leases nor leased premises or the Rents building of which the leased premises are a part and (B) no Hazardous Substances have been assigned disposed, stored or pledged except treated by any tenant under any Lease on or about the leased premises nor does Borrower have any knowledge of any tenant’s intention to Lenderuse its leased premises for any activity which, and no other Person has directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any interest therein except the tenants thereunderpetroleum product or any toxic or hazardous chemical, material, substance or waste.

Leases. To BorrowerBorrower is the owner and lessor of landlord’s Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and interest in each Lease at the Property is not subject to any Leases other than (if applicable). There has been no prior sale, transfer or assignment, hypothecation or pledge of the Leases described in Lease or of the Rent Roll or in the title report rents received therein. Borrower has delivered to LenderLender a true and complete copy of each Lease. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Each Lease is in full force and effect; effect and (iia) the tenants under the Leases have accepted possession of and there are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, no defaults thereunder by either party and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred whichconditions that, with the passage of time or the giving of notice or passage of timenotice, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant defaults thereunder; (xb) no Person rent (including security deposits) has been paid more than one (1) month in advance of its due date; (c) there are no offsets or defenses to the payment of any portion of the rents; (d) all work to be performed by Borrower under the Lease has been performed as required and has been accepted by the applicable Tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant has already been received by such Tenant; (e) the Tenant under each Lease has not assigned its Lease or sublet all or any portion of the premises demised thereby, no Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises; (f) except to the extent expressly set forth in the Lease, no Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part; (g) no Tenant under any Lease has any possessory interest inright or option for additional space in the Improvements; (h) the term of each Lease has commenced; (i) payment of base, fixed or right to occupy, the Property except minimum rent under the terms of the Leaseeach Lease has commenced; and (xij) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination related Franchise Agreements are in full force and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereundereffect.

Leases. To Borrower’s Knowledge(i) Other than with respect to the Tenants under a month-to-month contract listed in Schedule 4.3(cc)(i), there is a Lease with respect to each unit listed in the rent roll attached hereto as provided in Schedule 3 (the “Rent Roll”) is true4.3(cc)(xi). The Leases are valid, in full force and effect, and have not been amended or modified in any material respect. True, complete and correct copies of each of the current Leases, and all material amendments, waivers or changes thereto have been made available to the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Invesque Parties. (ii) Except as set forth on Schedule 4.3(cc) hereto, neither any Tenant under any Lease nor the Rent Roll or as otherwise disclosed applicable Subsidiary of the REIT is in default of its obligations under the applicable Lease and no Tenant has been in habitual default under any Lease (including the failure to Lender in writing: To Borrowermake timely lease payments) and, to the REIT’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred or condition exists which, with the giving of notice or lapse of time or both, individually or collectively, would be expected to result in a material default under any of the Leases or otherwise; nor to the REIT’s Knowledge are there any facts or circumstances, which individually or collectively could result in a material default, in respect of which a reasonable and prudent landlord of a similar building or property, which was not being sold or for sale, would issue a notice to any Tenant of a Property that such Tenant was in default of its obligations under its Lease. (iii) Except as set forth on Schedule 4.3(cc) hereto, the Tenants are in possession of the leased premises under the Leases and are paying rent as required under their applicable Leases. (iv) Except as set forth on Schedule 4.3(cc) hereto, neither the REIT nor any of its Subsidiaries has any obligation to fund any capital expenditure projects under any of the Leases. (v) Except as set forth on Schedule 4.3(cc) hereto, there are no rent concessions, including rent abatements, tenant improvement allowances, free rent or other allowances or tenant inducements outstanding under any of the Leases or requested under any of the Leases outside the ordinary course. There are outstanding no tenant inducements with respect to any renewal, expansion or extension of the Leases. (vi) Alterations and improvements required to be performed by the landlord under any of the Leases in connection with such Tenants’ initial occupancy that have a cost in excess of $5,000 individually, or $50,000 in the aggregate under all of the Leases, have been completed and the REIT and its Subsidiaries have completed all landlord work required to be completed by the landlord under the Leases in accordance with the terms and conditions of the applicable Leases. All brokerage fees and commissions payable with respect to the Leases have been paid in full. (vii) No defense, right to set-off or litigation or counterclaim has been asserted, or to the REIT’s Knowledge, threatened against it by any Tenant under any Lease and neither the REIT nor any of its Subsidiaries has received from any Tenant any written notice claiming any default by the landlord under its Lease which default remains uncured. (viii) Except as set forth on Schedule 4.3(cc)(viii), no Tenant under any Lease has prepaid rent or deposited security in excess of one month’s rent and any such prepaid rent and deposited security are reflected on the face of the Annual Financial Statements and there are no rent-free periods. (ix) Neither the REIT nor any of its Subsidiaries is in default of its obligations under the applicable Lease and, to the REIT’s Knowledge, no event has occurred or condition exists which, with the giving of notice or lapse of time or both, individually or collectively, would result in a material default; nor to the REIT’s Knowledge are there any facts or circumstances, which individually or collectively, with the passage of time, or both, would constitute such be reasonably likely to result in a default; (vi) there is no present material default by the tenant REIT or any of its Subsidiaries under any applicable Lease; . (viix) To the REIT’s Knowledge, no Tenant under any of the Leases has filed or has had filed against it a bankruptcy or insolvency proceeding. Neither the REIT nor any of its Subsidiaries has received written notice of any Tenant’s intent to terminate or vacate the Properties prior to the expiration of its lease. To the REIT’s Knowledge, no guarantor of any Lease has been released or discharged from any obligation related to such Lease except in accordance with the terms of such lease. (xi) The information on the rent roll attached hereto as Schedule 4.3(cc)(xi) is true and correct in all material respects. Schedule 4.3(cc)(xi) includes a complete and accurate list of all security deposits held under Leases are the Leases. (xii) Except as may be set forth on in its Lease, no Tenant has made payments to the Rent Roll and are held consistent with Section 3.8 hereof; REIT or any of its Subsidiaries in advance for more than one (viii1) Borrower is the sole owner month (exclusive of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest insecurity deposits), or right if such payments have been made to occupythe REIT or any of its Subsidiaries more than one (1) month in advance (exclusive of security deposits), the Property except under REIT or its Subsidiaries will credit the terms Invesque Parties such amounts at Closing. (xiii) Neither the REIT nor any of its Subsidiaries has received any written notice of any pending condemnation proceeding against the Lease; and Properties or any portion thereof. (xixiv) each Lease is subordinate to the Loan DocumentsNo other party has an agreement, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property all or any part thereof. Neither portion of any of the Leases nor Properties. (xv) All financial statements and operating reports delivered to the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except Invesque Parties are in the tenants thereunderform relied upon by the REIT in its ordinary course of business.

Leases. To Borrower’s KnowledgeBorrower has delivered to Lender a true, the correct and complete rent roll attached hereto as Schedule 3 for the Property (the “Rent Roll”) is true), complete and correct and which includes all Leases affecting the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderProperty. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingRoll: To Borrower’s Knowledge, (i) each Lease is in full force and effecteffect and all conditions precedent to each tenant’s obligations under the related Lease have been satisfied; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and and, to the best of Borrower’s knowledge, except in connection with annual pass through reconciliations, there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any material claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s best knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof3.9; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunderintentionally deleted; (x) to the best of Borrower’s knowledge, no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either Documents pursuant to its terms or pursuant to a subordination and attornment agreementterms. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder. To Borrower’s knowledge, no tenant has made an assignment for the benefit of creditors, or is subject to any federal or state bankruptcy or reorganization arrangement pursuant to federal bankruptcy law or any similar federal or state law, or any proceeding for the dissolution or liquidation of such tenant.

Leases. To Borrower’s Knowledge(a) Borrower has not entered into any Lease which continues in existence, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the Property is not subject to bound by any Leases such Lease, other than the Approved Leases. (b) Rent has not been collected by Borrower under any of the Leases described more than one (1) month in advance of the due date. Except as disclosed on the Rent Roll Roll, the term of each Lease has commenced and the tenant has commenced the full payment of rent under such Lease without the tenant thereunder being entitled to any abatement thereof. To the Borrower's knowledge, and except as disclosed on the Rent Roll, (i) the landlord is not required to perform any tenant work or pay any work allowances under any Lease, (ii) all security and other escrow deposits made under any Lease are being, and have been held, in accordance with all Legal Requirements and the title report delivered terms of such Lease, and (iii) no tenant under a Lease has any right of expansion, extension, cancellation or any other option pursuant to Lender. Except such Leases, and no tenant has any right of set off or reduction against rent. (c) To the Borrower's knowledge, each of the Leases is in full force and effect and there are no monetary or other material defaults by Borrower thereunder, and, except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s KnowledgeRoll, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsetsmonetary or other material defaults by any tenant thereunder. None of Borrower, claims or defenses and to the enforcement thereof; (iii) all rents due and payable Borrower's knowledge, Manager or any other Person acting on Borrower's or Manager's behalf, has given or received any notice of default under any of the Leases have been paid that remains uncured or in dispute, and no portion thereof has been paid for any period more than Borrower is not intending to deliver such a notice of default within the thirty (30) days in advance; following the date hereof. (ivd) To the rent payable under each Lease is the amount of fixed rent set forth in Borrower's knowledge, the Rent RollRoll for the Premises and the list of security deposits made by tenants at the Premises which have not been applied (including accrued interest thereon) delivered to Lender are true, correct and there is no claim or basis for a claim by the complete in all material respects. (e) No tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding(or any sublease) is an Affiliate of Borrower, there except as may be disclosed otherwise on Schedule C annexed hereto. (f) There are no defaults on brokerage fees or commissions due and payable in connection with the part leasing of space at the landlord under any LeasePremises, except as has been disclosed to Lender in the Leases, the Rent Roll or otherwise in writing, and no event has occurred which, such fees or commissions will become due and payable in the future in connection with the giving Leases, including by reason of notice any extension of such Lease or passage expansion of timethe space leased thereunder, or bothexcept as has previously been disclosed to Lender in the Leases, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest or otherwise in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderwriting.

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct in all material respects and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingRoll: To Borrower’s Knowledge, (ia) each Lease is in full force and effect; (iib) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iiic) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (ivd) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (ve) no tenant has made any written claim against the landlord under any Lease which remains outstanding, to Borrower’s knowledge, there are no defaults on the part of the landlord under any Lease, and to Borrower’s knowledge no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vif) to Borrower’s knowledge, there is no present material default by the tenant under any Lease; (viig) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 3.9 hereof; (viiih) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ixi) each Lease is the valid, binding and enforceable obligation of the Borrower and to Borrower’s knowledge the applicable tenant thereunder; (xj) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the LeaseLeases; and (xik) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement; (l) all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable tenant under such Lease; (m) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any tenant under any Lease has already been received by such tenant; (n) intentionally omitted; (o) all tenants under the Leases are open for business and paying full, unabated rent; (p) there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, and no such fees or commissions will become due and payable in the future in connection with the Leases, including by reason of any extension of such Lease or expansion of the space leased thereunder; (q) no tenant under any Lease has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor, to Borrower’s knowledge, does anyone except such tenant and its employees occupy such leased premises; and (r) no tenant under any Lease has any right or option for additional space in the Improvements. The copies of the Leases delivered to Lender are true, complete and accurate in all respects, and there are no oral agreements with respect thereto. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is Borrower has delivered to Agent true, complete and correct and complete copies of all Major Leases and, as of the Property is not subject Closing Date, all Leases in effect as of the Closing Date. As of the Closing Date, there are no Leases with respect to any Leases the Premises other than the Leases described in the Rent Roll or in the title report delivered to LenderAgent in connection with the closing of the Loan. Except as set forth on the Rent Roll or as Borrower has otherwise disclosed to Lender notified Agent in writing: To Borrower’s Knowledge, (ia) each Major Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iiib) all rents Rents due and payable under the Major Leases have been paid and no portion thereof of any Rent has been paid for any period more than thirty (30) days in advance; (ivc) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and to Borrower’s knowledge there is no claim or basis for a claim by the tenant thereunder Lessee under any Major Lease for an adjustment to the its fixed rent; (vd) no tenant has made default in any claim against the landlord material respect by Borrower exists under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Major Lease, and no event has occurred exists which, with the giving of notice or passage of timeany cure period, or both, would constitute such a defaultdefault in any material respect by Borrower under any Major Lease; (vie) to Borrower’s knowledge, there is are no present material offsets, claims or defenses to the enforcement by Borrower of any Major Lease presently outstanding; (f) Borrower has not received a notice of default under any Major Lease which remains outstanding; (g) to Borrower’s knowledge, no default by any Lessee in any material respect exists under any Major Lease, and no grounds for termination by any Lessee exists, and no event exists which, with the tenant giving of notice or passage of any cure period, or both, would constitute a default in any material respect by any Lessee under any Major Lease or give rise to any right of any Lessee to terminate any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ixh) each Lease is represents the valid, binding and enforceable obligation of the entire agreement between Borrower and the applicable tenant thereunderLessee thereunder with respect to the leasing of space at the Premises, and there are no other agreements or representations, written or oral, between Borrower and such Lessee with respect to thereto; (xi) no Person Borrower has any possessory interest in, or right obtained all consents necessary to occupy, assign the Property except under the terms of the Lease; and (xi) each Lease is subordinate Major Leases to Agent pursuant to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases ; (j) no Lease contains any option to purchase or right of first refusal to purchase the Mortgaged Property or any part thereof. Neither ; (k) all Security Deposits under the Leases nor the Rents are held pursuant to Section 2.15 hereof, and Borrower and Property Manager, if any, are in compliance with all Legal Requirements with respect to all Security Deposits; (l) no use restriction contained in any Major Lease, Permitted Encumbrance or Premises Document is violated by any use permitted under any other Major Lease, any Permitted Encumbrance or any Premises Document; and (m) all Major Leases have been assigned or pledged except to Lender, entered into in accordance with the Permitted Encumbrances and no other Person has any interest therein except the tenants thereunderPremises Documents.

Leases. To each Borrower’s Knowledgeactual knowledge after due inquiry and except as set forth on Schedule VII attached hereto, (a) the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the Property is Properties are not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledgesaid Schedule VII, (ib) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner and lessor of the entire lessorlandlord’s interest in each Lease; such Lease affecting its Property, (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (xc) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains in any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither right to occupy the same except under and pursuant to the provisions of such Leases, (d) all commercial Leases nor are in full force and effect and there are no material defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute material defaults thereunder, (e) the copies of the commercial Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (f) no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (g) all work to be performed by the landlord under each Lease has been performed as required in such Lease and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by any Borrower to any tenant has already been received by such tenant, (h) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents have been received therein which is still in effect, (i) no commercial tenant listed on Schedule VII has assigned its Lease or pledged sublet all or any portion of the premises demised thereby, no such commercial tenant holds its leased premises under assignment or sublease, nor does anyone except such commercial tenant and its employees occupy such leased premises, (j) no tenant under any Lease has a right or option pursuant to Lendersuch Lease or otherwise to purchase all or any part of the Property of which the leased premises are a part, and (k) no other Person tenant under any Lease has any interest therein except right or option for additional space in the tenants thereunderImprovements.

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”a) is true, complete Mortgagor represents and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, warrants that: (i) each Lease is in full force Mortgagor has delivered to Mortgagee true, correct and effect; complete copies of all Facility Leases and Material Space Leases, including all amendments and modifications, written or oral existing as of the date hereof; (ii) Mortgagor has not executed or entered into any modifications or amendments of the tenants under the Facility Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the or Material Space Leases, and there are no offsetseither orally or in writing, claims or defenses other than written amendments that have been disclosed to the enforcement thereof; Mortgagee in writing; (iii) all rents due and payable no default now exists under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; Facility Lease or Space Lease; (iv) except for the rent payable under each Lease is the amount Bankruptcy of fixed rent set forth in the Rent RollResorts, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred whichthat, with the giving of notice or the passage of time, time or both, would constitute such a default; default or would entitle Mortgagor or any other party under such Facility Lease or Space Lease to cancel the same or otherwise avoid its obligations; (v) Mortgagor has not accepted prepayments of installments of Rent under any Space Leases more than one month in advance of the date when the same are due, except for security deposits not in excess of one month's Rent; (vi) there is no present material default by except for this Leasehold Mortgage and the tenant under Existing Encumbrances, Mortgagor has not executed any Lease; assignment or pledge of any of the Facility Leases or the Space Leases, the Rents, or of Mortgagor 's right, title and interest in the same; (vii) this Leasehold Mortgage conforms and complies with all security deposits Facility Leases and Space Leases, does not constitute a violation or default under any Facility Lease or Space Lease, and is and shall at all t xxxx constitute a valid lien (subject only to Permitted Liens) on Mortgagor's interests in the Facility Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereofSpace Leases; and (viii) Borrower is all rents (including additional rents and other charges reserved in the sole owner Facility Lease) have been paid to the extent they were due and payable to the date hereof. (b) Subject to Section 5.2 of this Leasehold Mortgage, Mortgagor shall not enter into any new Facility Leases or Space Leases or any modifications or amendments of existing FacilityLeases or Space Leases in the future other than written, bona fide amendments or modifications entered into in arms- length transactions. Mortgagor will not, without the prior written consent of Mortgagee, which consent shall not be unreasonably withheld, modify, supplement, change or amend the Resorts Lease, PROVIDED, HOWEVER, that Mortgagor may modify, supplement, change or amend the Resorts Lease (other than Article 26 thereof), without Mortgagee's prior written consent, (i) to the extent necessary to comply with the requirements of any of the entire lessor’s interest Gaming Control Acts or any order, rule or regulation of any Gaming Control Authority or other state or local governmental body or authority having jurisdiction to require the Resorts or Mortgagor to change the Resorts Lease, or (ii) if the following items shall have been delivered to Mortgagee prior to the occurrence of any such amendment and as a condition to the effectiveness thereof: (A) opinion of an investment banking firm of national character, reputation and prominence to the effect that the proposed amendment does not materially impair the security of this Leasehold Mortgage, which opinion may be given in reliance upon the opinion required by clause (B) below, (B) an opinion of independent legal counsel given to Mortgagee to the effect that the proposed amendment does not impair the rights of Mortgagee under the Resorts Lease and this Leasehold Mortgage to foreclose this Leasehold Mortgage and take possession of the Facility Lease, and (C) such other instruments, statements, agreement and documents as such investment banking firm or such counsel may require in order to render the opinions described in clauses (A) and (B) above. Mortgagor shall send notice and a copy of any new Facility Lease, any new Material Space Lease or any amendment or modification of a Space Lease which causes such Space Lease to become a Material Space Lease to Mortgagee with a certificate attached thereto from a licensed real estate broker in the State of New Jersey attesting to the substantially fair market terms and conditions of such transaction. (c) Promptly after the date hereof, and again promptly after execution of any amendment to this Leasehold Mortgage, Mortgagor shall notify each Facility Lessor of the execution and delivery of this Leasehold Mortgage or amendment, as the case may be. (d) Mortgagor shall pay, when due and payable, the rentals, additional rentals, and other charges required by, and payable under, each Facility Lease in accordance with such Facility Lease. (e) Mortgagor shall perform and observe all terms, covenants, and conditions that Mortgagor must perform and observe as lessee under the Facility Leases, and do everything necessary to preserve and to keep unimpaired Mortgagor's rights under the Facility Leases. Mortgagor shall provide all insurance required by any Facility Lease. All such insurance shall also comply with this Leasehold Mortgage. Mortgagor shall enforce the Facility Lessor's obligations under each of the Facility Leases so that Mortgagor may enjoy all its rights as lessee under the Facility Leases. Mortgagor shall furnish to Mortgagee all information that Mortgagee may reasonably request from time to time concerning Mortgagor's compliance with Facility Leases. (f) Subject to the Gaming Control Acts, Mortgagor hereby irrevocably delegates to Mortgagee, following an Event of Default and the expiration of any applicable cure or grace period, the nonexclusive authority to exercise any or all of Mortgagor's rights, including the right to give any and all notices to the Facility Lessor, under each and every Facility Lease, whether or not Mortgagor has failed to exercise any such right. Nothing in the foregoing delegation of authority shall be deemed to impose any obligation or duty upon Mortgagee. (g) Mortgagor shall promptly deliver to Mortgagee a copy of any notice of default or termination that it receives from any Facility Lessor. Mortgagor shall promptly notify Mortgagee of any request that either party to a Facility Lease makes for arbitration pursuant to such Facility Lease and of the institution of any such arbitration. Mortgagor shall promptly deliver to Mortgagee a copy of the arbitrators' determination in each such arbitration. (h) Mortgagor shall renew all Facility Leases when and as permitted in accordance with their terms except to the extent Mortgagee directs otherwise in writing. Mortgagor shall not, without Mortgagee's consent, fail or refuse to take timely and appropriate action to renew any Facility Lease when and as permitted by such Facility Lease; . (ixi) each Mortgagor shall not, without Mortgagee's consent which consent shall not be unreasonably withheld, consent or refuse to consent to any action that any Facility Lessor or any third party takes or desires to take under or with respect to any Facility Lease. (j) Mortgagor shall not subordinate, or consent to the subordination of, any Facility Lease is to any mortgage or deed of trust encumbering the valid, binding and enforceable obligation Facility Lessor's estate in the affected portion of the Borrower Mortgaged Property. (k) Mortgagor's obligations under this Leasehold Mortgage are independent of and in addition to Mortgagor's obligations under any Facility Lease. Nothing in this Leasehold Mortgage shall be construed to require Mortgagor or Mortgagee to take or omit to take any action that would cause a default under any Facility Lease. (l) Mortgagor promptly shall notify Mortgagee orally after learning of the commencement of any Bankruptcy affecting any Facility Lessor or the occurrence of any event that, with the passage of time, could constitute such a Bankruptcy. Mortgagor also shall give written notice of such event to Mortgagee, which shall include any information available to Mortgagor as to the date of such filing, the court in which such petition was filed, and the applicable tenant thereunder; relief sought in such petition. Mortgagor promptly shall deliver to Mortgagee any and all notices, summonses, pleadings, applications, and other documents that Mortgagor receives in connection with any Facility Lessor's Bankruptcy and any related proceedings. (xm) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and Each Material Space Lease hereafter entered into shall provide (xii) each Lease that it is subordinate to this Leasehold Mortgage, (ii) that the Loan DocumentsSpace Lessee shall attorn to the Mortgagee and (iii) that the tenant must comply, either pursuant to at its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lenderown cost, and no other Person has any interest therein except the tenants thereunderwith ISRA.

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the The Property is not subject to any Leases leases, subleases, licenses, concessions or other than agreements related to the Leases described in occupancy, leasing or renting of the Rent Roll Property or in any portion thereof, except for the title report delivered to Lender. Except TRS Lease and as set forth on the Rent Roll or as otherwise disclosed rent roll provided to Lender and certified by Borrower on the date hereof. No person has any possessory interest in writing: To Borrower’s Knowledgethe Property or right to occupy the same, except pursuant to a written lease, license, rental agreement or occupancy agreement (collectively, the “Leases”) identified on the rent roll provided by Lender and certified by Borrower on the date hereof. As of the date hereof, (i) each the Borrower is the owner and holder of the landlord’s interest under the TRS Lease and the Tenant is in full force the sole owner and effectholder of the landlord’s interest under the other Leases; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims prior assignments of all or defenses any portion of the Leases or any portion of the Rents and Profits which are presently outstanding and have priority over the assignment of leases and rents contained herein in Section 1.11 given by Borrower to the enforcement thereofLender; (iii) all rents Rents due and payable under the Leases TRS Lease and, to Borrower’s knowledge, each other Lease, have been paid in full and no portion thereof has said Rents have been paid for any period more than thirty one (301) days month in advance; advance of the due dates thereof and (iv) there are no offsets or defenses to the rent payable payment of any portion of the Rents under each the TRS Lease is or, to Borrower’s knowledge, under any of the amount of fixed rent other Leases. The representations set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment this Paragraph (ee) are in addition to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as those set forth on the Rent Roll and are held consistent with in Section 3.8 hereof; (viii) Borrower is the sole owner 1.12 of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderthis Security Instrument.

Leases. To Borrower’s Knowledge, the rent roll The list of Leases attached hereto as Schedule 3 (the “Rent Roll”) 4 is true, complete and correct and the no Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lenderon Schedule 4. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingSchedule 4: To Borrower’s Knowledge, (i) each Material Lease is in full force and effect; (ii) the tenants under the Material Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the LeasesMaterial Leases (subject to any “free rent” or rent abatements provided for therein); (iii) no tenant under any Material Lease has asserted, and there are no in writing, any offsets, claims or defenses to the enforcement thereofof such Material Lease; (iiiiv) all rents due and payable under the Material Leases have been paid and and, except with respect to those Material Leases which provide for the quarterly or annual payment of rent, no portion thereof has been paid for any period more than thirty (30) days in advance; (ivv) the rent payable no Borrower has received written notice from any tenant under each a Material Lease asserting that it is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for entitled to an adjustment to the rent; (vvi) no Borrower has received written notice from any tenant has made any under a Material Lease asserting a material claim against the landlord under any Material Lease which remains outstanding, there are ; (vii) no Borrower has received written notice from any tenant under a Material Lease asserting any material defaults on the part of the landlord under any Material Lease; (viii) to each Borrower’s knowledge, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a material default; (viix) to each Borrower’s knowledge, there is no present material default by the tenant under any Material Lease; (viix) all security deposits under Leases are as set forth on with respect to each Material Lease, the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower which is a party thereto is the sole owner of the entire lessor’s interest in each such Material Lease; (ixxi) each Material Lease is the valid, binding and enforceable obligation of the Borrower which is a party thereto; and the applicable tenant thereunder; (xxii) no Person has any possessory interest in, or right to occupy, the any Property subject to any Material Lease except under the terms of the Lease; and (xi) each such Material Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of any Leases entered into by the Leases contains any option to purchase or right of first refusal to purchase tenants under the Property or any part thereofMaterial Leases. Neither the Material Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 (the “Rent Roll”) I is true, complete and correct in all material respects (except certain Tenant names on Schedule I may be d/b/a’s) and the Property is not subject to any Leases other than the Leases described in Schedule I. Senior Borrower is the Rent Roll owner and lessor of landlord’s interest in the Leases. No Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Leases. Except as disclosed on Schedule I or in the title report estoppel certificates delivered to Lender. Except as set forth , the Leases identified on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is Schedule I are in full force and effect; effect and there are no material defaults thereunder by Senior Borrower, or to the knowledge of Borrower, any Tenant, and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. The copies of the Leases delivered to Lender are true and complete in all material respects, and, to Borrower’s knowledge, there are no oral agreements with respect thereto. No Rent (iiincluding security deposits) has been paid more than one (1) month in advance of its due date. Except as expressly set for on Schedule I (a) all work to be performed by Senior Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant, (b) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Senior Borrower to any Tenant has already been received by such Tenant, and (c) the tenants Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premisesProperty (provided, that Tenants such as WeWork Companies Inc. and Regus, that rent space to third parties, shall be deemed to be in occupancy if such Tenants are in possession of the demised premises and the demised space is available to rent to such third parties) and have commenced the payment of full, unabated rent under the Leases. Borrower has delivered to Lender a true, correct and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount complete list of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and made by Tenants at any 30 Mezzanine Loan Agreement Individual Property which have not been applied (including accrued interest thereon), all of which are held consistent by Senior Borrower in accordance with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; applicable Lease and (xi) each applicable Legal Requirements. Each Tenant under a Major Lease is subordinate free from bankruptcy or reorganization proceedings. No Tenant under any Lease (or any sublease) is an Affiliate of Borrower or Senior Borrower (other than with respect to the Loan DocumentsLease with the Manager). Except as disclosed on Schedule I, either the Tenants under the Leases are open for business and paying full, unabated rent. There are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, except as has been previously disclosed to Lender in writing or as disclosed on Schedule I. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein by Senior Borrower (or by any predecessor-in-interest which is binding on Senior Borrower) which is still in effect. To Borrower’s knowledge, no Tenant listed on Schedule I has assigned its Lease or sublet all or any portion of the premises demised thereby. No Tenant under any Lease has a right or option pursuant to its terms such Lease or pursuant to a subordination and attornment agreement. None of the Leases contains any option otherwise to purchase or right of first refusal to purchase the Property all or any part thereof. Neither of the Leases nor leased premises or the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except building of which the tenants thereunderleased premises are a part.

Leases. To Borrower’s KnowledgeWith respect to each Property, the rent roll attached hereto as Schedule 3 (Leases, are the “Rent Roll”) is trueonly leases, complete licenses, tenancies, possession agreements and correct occupancy agreements affecting that Property on the date hereof in which that Entity holds the lessor's, licensor's or grantor's interest thereunder and there are no other leases, licenses, tenancies, possession agreements or occupancy agreements affecting the Property (other than subleases, licenses, tenancies or other possession or occupancy agreements which may have been entered into by the tenants, or their predecessors in interest, under such Leases); a true and complete copy of all such Leases have been made available to the Operating Partnership; such Leases, are in full force and, except as indicated otherwise on Schedule 1.4, the Entities, as lessor under such Leases, has not received any notice that it is in default of any of its obligations under such Leases beyond any applicable grace period which has not subject been cured; fixed rent and additional rent are being billed to the tenants in accordance with the schedule set forth on Schedule 1.4; no tenant is entitled to "free" rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant and no tenant claims a right to any Leases other than of the Leases described in the Rent Roll or in the title report delivered to Lender. Except foregoing, except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effectSchedule 1.4; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are except as set forth on Schedule 1.4, the Rent Roll and are held consistent with Section 3.8 hereofEntities has received no written notice that any tenant contests its pro rata shares of tax increases as required by its Lease or that any tenant contests its pr rata shares of tax increases as required by its Lease or that any tenant contests any rent, escalation or other charges billed to it; (viii) Borrower is the sole owner no assignment of the entire lessor’s interest in each Lease; (ix) each Entities' rights under any Lease is in effect on the validdate hereof other than collateral assignments to secure mortgage indebtedness; and, binding and enforceable obligation except as set forth on Schedule 1.4, with respect to any Leases entered into by the Entities, no brokerage commissions will be due upon the failure of the Borrower and the applicable any tenant thereunder; (x) no Person has to exercise any possessory interest in, cancellation right granted in its Lease or right to occupy, the Property except under the terms upon any extension or renewal of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereundersuch Leases.

Leases. To Borrower’s Knowledge, the The rent roll for each Individual Property attached hereto as Schedule 3 4 (the “Rent Roll”) is true, complete and correct and the no Individual Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except as set forth on the Rent Roll or as otherwise disclosed in a tenant estoppel certificate delivered to Lender in writingconnection with the closing of the Loan: To Borrower’s Knowledge, (i) each Lease is in full force and effecteffect and all conditions precedent to each tenant’s obligations under the related Lease have been satisfied; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and to the best of Borrower’s knowledge, there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof3.7; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.;

Leases. To Borrower’s Knowledge, Each of Borrower and Security Guarantor represents and warrants to Agent with respect to the rent roll attached hereto as Leases that: (a) the list of Leases set forth on Schedule 3 (the “Rent Roll”) I is true, complete and correct and correct, the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s KnowledgeSchedule I, (ib) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower Security Guarantor is the sole owner of the entire lessor’s interest in each the Leases, (c) the Leases identified on Schedule I are in full force and effect, there are no material defaults thereunder by Borrower or Security Guarantor, or, to Borrower’s and Security Guarantor’s knowledge, any other party thereto with respect to any Major Lease; (ix) each , in either case, beyond any applicable notice or cure period, and, to Borrower’s and Security Guarantor’s knowledge, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder, and, to Borrower’s and Security Guarantor’s knowledge, no Tenant under a Major Lease is subject to an action under any state or federal bankruptcy, insolvency, or similar laws or regulations, (d) the valid, binding and enforceable obligation copies of the Borrower Leases delivered to Agent are true and the applicable tenant thereunder; complete, and there are no oral agreements with respect thereto, (xe) no Person Rent (including security deposits) for any Major Lease has been paid more than one (1) month in advance of its due date, all Rents due have been paid in full and no Tenant is in arrears in its payment of Rent, (f) to Borrower’s and Security Guarantor’s knowledge, there exist no offsets or defenses to the payment of any portion of the Rents under Major Leases and Security Guarantor has no monetary obligation to any Tenant under any Major Lease except as may be expressly set forth in such Lease, (g) neither Borrower nor Security Guarantor has received any written notice from any Tenant under a Major Lease challenging the validity or enforceability of any Major Lease, (h) no person or entity has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination Lease and attornment agreement. None other than hotel guests and patrons, (i) all security deposits relating to the Major Leases reflected on Schedule I have been collected by Security Guarantor and are being held in accordance with Legal Requirements, (j) no brokerage commissions or finders’ fees are due and payable regarding any Lease, (k) all Tenants under Major Leases at the Property as of the date hereof are paying full rent under their Leases contains and have not exercised any right to “go dark” that they may have under the provisions of their Leases, (l) all work to be performed by Security Guarantor under each Major Lease has been performed as required and has been accepted by the applicable Tenant to the extent required, (m) except as set forth in the schedule of Leases, any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant under a Major Lease has already been received by such Tenant, (n) no Tenant under any Lease (or any sublease) is an Affiliate of Borrower or Security Guarantor, and (o) no Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase or right of first refusal to purchase the Property all or any part thereofof the leased premises or the Improvements of which the leased premises are a part. Neither Notwithstanding the foregoing, due to the pandemic caused by COVID-19 and the temporary closure of the Xxxxx Xxxx & Zilara Cap Cana, a verbal agreement was reached by with the Tenants under the Leases nor pursuant to which DR Security Guarantor agreed that it would not xxxx the Rents have been assigned or pledged except Tenants the monthly fees owed by each Tenant for the months of April, May and June 2020. These verbal agreements may be formalized in writing and may be subject to Lender, and no other Person has any interest therein except the tenants thereunderchange based on Force Majeure.

Leases. To Borrower’s Knowledge, The occupancy reports provided to Administrative Agent in connection with the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is Loan Closing are true, complete and correct in all material respects and as of the date of the occupancy reports and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lenderoccupancy reports. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingoccupancy reports: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, Tenants have commenced the payment of rent under the Leases, and to Borrower’s actual knowledge, there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Rolloccupancy reports, and and, to Borrower’s actual knowledge, there is no claim or basis for a claim by the tenant Tenant thereunder for an adjustment to the rent; (v) no tenant Tenant has made any claim against the landlord under any Lease which remains outstanding, to Borrower’s actual knowledge, there are no defaults on the part of the landlord under any Lease, and and, to Borrower’s actual knowledge, no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s actual knowledge, there is no present material default by the tenant Tenant under any Lease, and no events or circumstances exist which, with the passage of time or the giving of notice, or both, would constitute a default under a Lease and enforcement of the Leases by Borrower or by Administrative Agent pursuant to an exercise of Administrative Agent’s rights under the Security Instrument would be subject to no defenses of any kind; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereofoccupancy reports; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant Tenant thereunder; , and (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms Leases or pursuant to a subordination and attornment agreementPermitted Encumbrance. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents rents have been assigned or pledged except to LenderAdministrative Agent, and no other Person has any interest therein except the tenants Tenants thereunder.

Leases. To Borrower’s KnowledgeBorrower has delivered (i) a true, the rent roll attached hereto as Schedule 3 correct and complete schedule (the “Rent Roll”) is of all Leases affecting the Property as of the date hereof, which accurately and completely sets forth in all material respects for each such Lease, the following: the name of the Tenant, the Lease expiration date, extension and renewal provisions, the base rent payable, the security deposit held thereunder and any other material provisions of such Lease and (ii) true, complete and correct and the Property is not subject to any Leases other than the complete copies of all Leases described in the Rent Roll Roll. Each Lease constitutes the legal, valid and binding obligation of Borrower and, to the best of Borrower’s knowledge and belief, is enforceable against the Tenant thereof. No default exists, or with the passing of time or the giving of notice or both would exist, under any Lease which would, in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premisesaggregate, have commenced a material adverse effect on Borrower or the payment Property. No Tenant under any Lease has, as of the date hereof, paid rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord rents under any Lease which remains outstandingsuch Leases have not been waived, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of timereleased, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all otherwise discharged or compromised. All security deposits required under such Leases are as set forth on the Rent Roll have been fully funded and are held consistent with Section 3.8 hereof; (viii) by Borrower is in a separate segregated account or as otherwise required by applicable law. Except as has been otherwise disclosed to Lender in writing, all work to be performed by Borrower under the sole owner Leases has been substantially performed, all contributions to be made by Borrower to the Tenants thereunder have been made, all other conditions precedent to each such Tenant’s obligations thereunder have been satisfied, and each Tenant under a Lease has entered into occupancy of the entire lessordemised premises. To the best of Borrower’s interest in knowledge and belief, each Lease; (ix) each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors. No Lease is provides any party with the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, obtain a lien or encumbrance upon the Property except under the terms of the Lease; and (xi) each Lease is subordinate superior to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None lien of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderthis Mortgage.

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 8 (the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except as set forth on the Rent Roll or as otherwise disclosed tenant estoppel certificates delivered to Lender in writingprior to the date hereof: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) 30 days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrower’s best knowledge, no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s best knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof3.7 of the Mortgage Loan Agreement; (viii) Mortgage Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Mortgage Borrower and the applicable tenant thereunder; and (x) to Borrower’s best knowledge, no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Mortgage Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s KnowledgeNo Person has any possessory interest in any Property or right to occupy the same except under and pursuant to the provisions of the Leases, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, and true and complete copies of all Leases executed and correct and the Property is not subject to any Leases other than the Leases described in delivered on or before the Rent Roll or in the title report Date have been delivered to LenderLender (and any Leases executed and delivered since such date shall be delivered promptly after the Closing Date). Except as set forth on As to all present Leases and (upon execution thereof) all future Leases relating to each Property, the Rent Roll or as otherwise disclosed applicable Borrower will be the sole owner of the lessor’s interest. As to Lender in writing: To Borrower’s Knowledge, all Leases: (i) each Lease is in full force There are no outstanding landlord obligations with respect to tenant allowances or free rent periods or tenant improvement work; all of the obligations and effect; (ii) the tenants duties of landlord under the Leases that are due or are to be performed (as applicable) on or prior to the date hereof have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leasesbeen fulfilled, and there are no offsetspending claims asserted by any Tenant for offsets or abatements against rent or any other monetary claim; (ii) All of the Leases are free and clear of any right or interest of any real estate broker or any other person (whether or not such brokers or other persons have negotiated the Leases or have contracted with Borrowers for the collection of the rents thereunder), claims and no brokerage or defenses leasing commission or other compensation is or will be due or payable to any person, firm, corporation or other entity with respect to or on account of any of the enforcement thereof; Leases; (iii) Schedule 4.1(gg) sets forth all rents due security deposits and payable letters of credit held by or on behalf of the lessor under the Leases Leases. All security deposits have been paid held in accordance with law and the terms of the applicable Leases, and no portion thereof security deposits have been applied, or letters of credit drawn upon, following a default by a Tenant still in possession; (iv) A Borrower is the sole owner of the lessor’s interest in all of the Leases and no Borrower has been paid for given or suffered any period other assignment, pledge or encumbrance in respect of any of the Leases or its interests thereunder, and the applicable Borrower or Property Manager has the sole right to collect rents and other amounts due under the Leases; (v) Except as disclosed on Schedule 4.1(gg), no Tenant (i) is more than thirty (30) days in advance; (iv) the arrears on its rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment other amounts due to the rent; (v) no tenant has made any claim against the landlord under its Lease and (ii) no Borrower has accepted Rent under any Lease or Operating Agreement for more than one month in advance, except for security deposits, which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, Closing Date have been deposited with the giving of notice or passage of time, or both, would constitute such a defaultLender in accordance with the provisions hereof relating to security deposits received from and after the date hereof; and (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or purchase, any right of first refusal to purchase the Property or any part thereof. Neither right to terminate the Leases nor lease term (except in the Rents have been assigned event of the destruction of all or pledged except to Lender, and no other Person has any interest therein except substantially all of the tenants thereunderapplicable Property).

Leases. To Borrower’s KnowledgeBorrower has delivered to Lender a true, the correct and complete rent roll attached hereto as Schedule 3 for the Property (the “Rent Roll”) is true), complete and correct and which includes all Leases affecting the Property is not subject to any Property. No Leases other than the Property Leases described in and the Rent Roll or in Ground Lease affect the title report delivered to LenderProperty. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingRoll: To Borrower’s Knowledge, (i) each Property Lease is in full force and effect; (ii) the tenants under the Property Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Property Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Property Leases have been paid current and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable for the month of April, 2006 under each Property Lease is the amount of fixed rent set forth in the Rent Roll, and to the knowledge of Borrower, there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord Borrow has been asserted under any Property Lease which remains outstanding, there are are, to the knowledge of Borrower, no defaults on the part of the landlord under any Property Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s knowledge, there is no present material default by the any tenant under any Property Lease; (vii) all security deposits under the Property Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof3.8; (viii) Borrower is the sole owner of the entire lessor’s interest in each Property Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower subject to applicable bankruptcy, insolvency and the applicable tenant thereundersimilar laws affecting rights of creditors generally, and general principles of equity; (x) to the knowledge of Borrower, no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Property Lease; and (xi) each Property Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Property Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither Except as set forth in the next sentence, neither the Property Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder. The T-Mobile Lease is encumbered by the Bond documents, and the Trustee has an interest in the T-Mobile Lease pursuant to the Bond Documents.

Leases. To Borrower’s Knowledge, the The rent roll rolls attached hereto as Schedule 3 I-1A, Schedule I-2A, Schedule I-3A, Schedule I-4A, Schedule I-5A, Xxxxxxxx X-0X, Xxxxxxxx X-0X, Xxhedule I-8A, and Schedule I-9A (the “Rent Roll”) is collectivxxx, xxx "Xxxx Xxxx Xxxxxxxxx", xxe each true, complete and correct in all material respects and none of the Property Properties is not subject to any Leases other than the Leases described in the Rent Roll or Schedules, as applicable. Except as disclosed to Lender on the Rent Roll Schedules, the Leases identified on such schedules are in full force and effect and to Borrower's actual knowledge, there are no defaults thereunder by any party thereto. The copies of the title report Leases delivered to LenderLender are true and complete, and there are no oral agreements with respect thereto. Except as set forth on the Rent Roll Schedules, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by each Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant. Except as set forth on the Rent Roll Schedules, any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by any Borrower to any Tenant has already been received by such Tenant. Each Borrower has delivered to Lender a true, correct and complete list of all security deposits made by Tenants at each of the Properties that have not been applied (including accrued interest thereon), all of which are held by each Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements. Each Tenant is free from bankruptcy or reorganization proceedings. No Tenant under any Lease (or any sublease) is an Affiliate of any Borrower, except as may be otherwise disclosed to Lender in writing: To Borrower’s Knowledgeon the Rent Roll Schedules, (i) each Lease is in full force and effect; (ii) the tenants as appropriate. The Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced and are open for business and paying full, unabated rent. There are no brokerage fees or commissions due and payable in connection with the payment leasing of rent under space at any Property, except as has been previously disclosed to Lender in writing, and no such fees or commissions will become due and payable in the future in connection with the Leases, and there are no offsets, claims including by reason of any extension of such Lease or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part expansion of the landlord under any Leasespace leased thereunder, and no event except as has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest previously been disclosed to Lender in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderwriting.

Leases. To Borrower’s Knowledge, The entire Property has been leased to American Express pursuant to the rent roll attached hereto as Schedule 3 American Express Lease. (the “Rent Roll”a) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each The American Express Lease is in full force and effect; (iib) the tenants premises demised under the Leases American Express Lease have been completed and American Express has accepted possession of and are is in occupancy of all of their respective the demised premises, have ; (c) American Express has commenced the payment of rent under the LeasesAmerican Express Lease, and there are no offsets, claims or defenses to the enforcement thereofthereof and Borrower has no monetary obligations to American Express under the American Express Lease; (iiid) all rents Rents due and payable under the Leases American Express Lease have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (ive) the rent payable under each the American Express Lease is the amount of fixed rent set forth in the Rent RollAmerican Express Lease, and there is no claim or basis for a claim by the tenant American Express thereunder for an adjustment to the rentRent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viiif) Borrower is the sole owner of the entire lessorlandlord’s interest in each the American Express Lease; (ixg) each the American Express Lease is the valid, binding and enforceable obligation of the Borrower and American Express thereunder and there are no agreements with American Express with respect to the applicable tenant thereunderAmerican Express Lease other than as expressly set forth therein; (xh) no Person has any possessory interest in, or right to occupy, the Property or any portion thereof except under the terms of the American Express Lease; (i) except for the right of first refusal set forth in Article 4 and (xi) each the right to offer to purchase the Property under Article 12, the American Express Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains docs not contain any option or offer to purchase or right of first refusal to purchase the Property or any part thereof. Neither ; and (j) neither the Leases American Express Lease nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereundertherein.

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except as set forth on the Rent Roll or as otherwise disclosed tenant estoppel certificates delivered to Lender in writingprior to the date hereof: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) to Borrower’s best knowledge, no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s best knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) to Borrower’s best knowledge, no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s KnowledgeExcept for any oil and gas lease listed as an exception in the Title Insurance Policy, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described on Schedule V. Borrower is the owner and lessor of landlord’s interest in the Rent Roll or Leases. No Person has any possessory interest in the title report delivered Property or right to Lenderoccupy the same except under and pursuant to the provisions of the Leases and oil and gas leases listed as an exception in the Title Insurance Policy. Except as set forth on Borrower warrants and represents that: (a) the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is Leases are in full force and effect; effect and there are no defaults thereunder by either party, and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder, (iib) the tenants copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (c) no Rent (other than security deposits) has been paid more than one month in advance of its due date, (d) all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant, (e) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant has already been received by such Tenant, (f) the Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, Property (except for the Tenant under the Lease for the Surprise Individual Property) and have commenced the payment of full, unabated rent under the Leases, (g) Borrower has delivered to Lender a true, correct and complete list of all security deposits made by Tenants at the Property which have not been applied (including accrued interest thereon), all of which are held by Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements, (h) each Tenant is free from bankruptcy or reorganization proceedings, (i) Intentionally Omitted, (j) the Tenants under the Leases are open for business (except the Tenant under the Lease for the Surprise Individual Property) and paying full, unabated rent and no Tenant has requested to discontinue its business at its premises, (k) there are no offsets, claims brokerage fees or defenses to the enforcement thereof; (iii) all rents commissions due and payable under in connection with the Leases have been paid leasing of space at the Property, and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent such fees or commissions will become due and payable under each Lease is the amount of fixed rent set forth in the Rent Rollfuture in connection with the Leases, and there is no claim including by reason of any extension of such Lease or basis for a claim by expansion of the tenant thereunder for an adjustment space leased thereunder, except as has previously been disclosed to the rent; Lender in writing, (vl) no tenant has made any claim against the landlord Tenant under any Lease which remains outstandinghas any right or option for additional space in the Improvements, there are (m) no defaults on Tenant has assigned its Lease or sublet all or any portion of the premises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises, and (n) no Tenant has or is asserting any claim of offset or other defense, counterclaim or other claim in respect of such Tenant’s obligations or the lessor’s rights under any Lease. No Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the landlord under leased premises or the building of which the leased premises are a part. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease, and no event has occurred which, with Lease or of the giving of notice or passage of time, or both, would constitute such a default; (vi) there Rents received therein which is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) still in effect. Borrower is the sole owner of the entire lessor’s entire right, title and interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderLeases.

Leases. To Borrower’s Knowledge(a) The rent rolls (“Rent Rolls”) with respect to the Property that Seller delivers to Buyer as part of the Seller Deliverables shall accurately state, with respect to each existing written or oral lease, license, concession or other agreement (collectively, “Existing Leases”) that permits any person (collectively, “Tenants”) to use or occupy all or any part of the Property, among other things, the rent roll attached hereto as Schedule 3 name of the Tenant, the lease term (including all renewal options), the leased premises (including all expansion or surrender options), all rent, additional rent, fees and other sums payable by the Tenant (collectively, “Rent”), any security deposit, tax or operating expense escrow, and other accounts in which the Tenant has an interest, including all accrued interest payable to the Tenant (collectively, “Tenant Deposits”). Any and all Rent prepaid by Tenants in advance of the current month for which they are due shall be specified in the Rent Roll”. Seller represents and warrants to Buyer that there are no tenant improvement allowances, or any commission payable (including commissions payable upon renewals) is in connection with the Existing Leases. (b) Buyer will have access, at the Property, to true, complete and correct copies of all Leases and the Property is not subject all guaranties and sureties with respect to any such Existing Leases other than the Leases described (“Lease Guaranties”), including all amendments and modifications thereto. (c) Except as specified in the Rent Roll or on Schedule 5.1.4 attached hereto and made a part hereof, (i) to Seller’s knowledge, each Lease and Lease Guaranty is in full force and effect and is binding and enforceable against each of the parties thereto, (ii) to Seller’s knowledge, no party is in default of any of its agreements or obligations under, and has not made any claim against another party, under a Lease or Lease Guaranty, (iii) Seller has not given or received any written notice of default or claim under any Lease or Guaranty, (iv) to Seller’s knowledge, each Tenant is in actual possession of its demised premises in the title report delivered normal course under its Lease, (v) all tenant improvements, capital improvements, repairs, remodeling, furnishing and other work required by each Lease has been fully completed and accepted by the relevant Tenant, and (vi) there is no litigation, arbitration or similar proceeding pending or, to Lender. Seller’s knowledge, threatened with respect to any Lease or Lease Guaranty. (d) Except as set forth on the Rent Roll Roll, no Tenant is entitled to any concession, allowance, rebate or refund with respect to any rent payable or paid under any Lease. Except as otherwise disclosed to Lender set forth on Schedule 5.1.6 hereto, no Tenant has prepaid, and if a Tenant hereafter tenders prepayment, Seller shall accept, any Rent payable under its Lease for more than the month in writing: To Borrower’s Knowledge, advance. (ie) each Lease is in full force and effect; (ii) the tenants under None of the Leases have accepted possession or Lease Guaranties and none of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and Rents payable under the Leases have been paid and no portion thereof has been paid for is subject to any period more than thirty assignment, pledge or other encumbrance, except with respect to the existing financing of Seller, which Seller shall cause to be released at the Closing. (30f) days in advance; (iv) No brokerage or leasing commissions or other compensation is or will be due or payable to any person, firm, corporation or other entity with respect to or on account of any of the rent payable under each Lease is the amount of fixed rent set forth Leases or any extensions or renewals thereof, except as specified in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To each Borrower’s Knowledge, the rent roll actual knowledge after due inquiry and except as set forth on Schedule X attached hereto or as Schedule 3 otherwise disclosed in the estoppel certificates delivered to Lender in connection with the origination of the Loan, (a) the “Rent Roll”) is true, complete and correct and the Property is Properties are not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledgesaid Schedule X, (ib) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner and lessor of the entire lessorlandlord’s interest in each Lease; such Lease affecting its Property, (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (xc) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains in any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither right to occupy the same except under and pursuant to the provisions of such Leases, (d) all commercial Leases nor are in full force and effect and there are no material defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute material defaults thereunder, (e) the copies of the commercial Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (f) no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (g) all work to be performed by the landlord under each Lease has been performed as required in such Lease and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by any Borrower to any tenant has already been received by such tenant, (h) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents have been received therein which is still in effect, (i) no commercial tenant listed on Schedule X has assigned its Lease or pledged sublet all or any portion of the premises demised thereby, no such commercial tenant holds its leased premises under assignment or sublease, nor does anyone except such commercial tenant and its employees occupy such leased premises, (j) no tenant under any Lease has a right or option pursuant to Lendersuch Lease or otherwise to purchase all or any part of the Property of which the leased premises are a part, and (k) no other Person tenant under any Lease has any interest therein except right or option for additional space in the tenants thereunderImprovements.

Leases. To Borrower’s Knowledge, The Grantor represents and warrants that as of the rent roll date hereof: (i) the Leases identified in Schedule C attached hereto as Schedule 3 are the only Leases in existence on the date hereof relating to the Premises; (ii) true copies of such Leases have been previously delivered to the “Rent Roll”) is true, complete Beneficiary and correct and the Property is not subject to there are no agreements with any Tenant under such Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as those agreements expressly set forth on therein; (iii) the Rent Roll or as otherwise disclosed to Lender Grantor is the sole owner of all of the Grantor’s Interest in writing: To Borrower’s Knowledge, such Leases; (iiv) each Lease of such Leases is in full force and effect; (ii) , constitutes a legal, valid and binding obligation of the tenants under Grantor and the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leasesapplicable Tenant thereunder, and there are no offsetsis enforceable against the Grantor and such Tenant in accordance with its terms, claims except as enforceability may be limited by applicable bankruptcy, insolvency or defenses to similar laws affecting the enforcement thereof; of creditors’ rights generally or by equitable principles relating to enforceability; (iiiv) all rents due and payable there is no default under the any of such Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is existing no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease condition which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, time or both, both would constitute such cause a default; default thereunder; (vi) there is no present material default by the tenant all Rents due under any Lease; such Leases have been paid in full; (vii) all security deposits none of the Rents reserved under such Leases are as set forth on have been assigned or otherwise pledged or hypothecated except in favor of the Rent Roll and are held consistent with Section 3.8 Beneficiary pursuant to the provisions hereof; ; (viii) Borrower is the sole owner none of the entire lessor’s interest Rents (other than any security deposit collected in each accordance with the provisions of the applicable Lease; ) have been collected for more than one (1) month in advance; (ix) each Lease is there exists no offsets or defenses to the valid, binding and enforceable obligation payment of any portion of the Borrower Rents and the applicable tenant thereunder; Grantor owes no monetary obligation to any Tenant under any such Lease; (x) the Grantor has received no Person has notice from any possessory interest in, Tenant challenging the validity or right to occupy, the Property except under the terms enforceability of the any such Lease; and ; (xi) no such Lease contains any option to purchase, right of first refusal to purchase, right of first refusal to relet, or any other similar provision; and (xii) each such Lease is subordinate to the Loan Documents, this Deed of Trust either pursuant to its terms or pursuant to a subordination and attornment agreement. None recordable Deed of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderTrust.

Leases. To Borrower’s Knowledge, (a) Each of Borrower and Operating Lessee represents and warrants to Lender with respect to the rent roll attached hereto as Schedule 3 Operating Lease that: (the “Rent Roll”i) is true, complete and correct and the Property is not subject to any commercial Leases other than the Operating Lease and the commercial Leases described in the Rent Roll or in the title report that have been delivered to Lender. Except as set forth on the Rent Roll Lender or as otherwise disclosed to Lender hereafter entered into in writing: To Borrower’s Knowledgeaccordance with this Agreement, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each the Operating Lease; , (iii) the Operating Lease is in full force and effect, there are no defaults thereunder by either party, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder, (iv) the copy of the Operating Lease delivered to Lender is true and complete, and there are no oral agreements with respect thereto, (v) no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, all Rents due have been paid in full and Operating Lessee is not in arrears in its payment of Rent, (vi) there exist no offsets or defenses to the payment of any portion of the Rents and, except as expressly set forth in this Operating Lease, Borrower has no monetary obligation to Operating Lessee under the Operating Lease, (vii) Borrower has received no notice from Operating Lessee challenging the validity or enforceability of the Operating Lease, (viii) all work to be performed by Borrower under the Operating Lease has been performed as required and has been accepted by Operating Lessee, (ix) each Lease is the validany payments, binding free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to Operating Lessee has already been received by Operating Lessee, and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, Operating Lessee does not have a right or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate option pursuant to the Loan Documents, either pursuant to its terms Operating Lease or pursuant to a subordination and attornment agreement. None of the Leases contains any option otherwise to purchase or right of first refusal to purchase the Property all or any part thereof. Neither of the leased premises or the Improvements of which the leased premises are a part. (b) Each of Borrower and Operating Lessee represents and warrants to Lender that the Property is not subject to any Major Leases nor as of the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderClosing Date.

Leases. To Borrower’s KnowledgeBorrower has delivered (i) a true, the rent roll attached hereto as Schedule 3 correct and complete schedule (the “Rent Roll”) is of all Leases affecting the Property as of the date hereof, which accurately and completely sets forth in all material respects for each such Lease, the following: the name of the Tenant, the Lease expiration date, extension and renewal provisions, the base rent payable, the security deposit held thereunder and any other material provisions of such Lease and (ii) true, complete and correct and the Property is not subject to any Leases other than the complete copies of all Leases described in the Rent Roll Roll. Each Lease constitutes the legal, valid and binding obligation of Borrower and, to the best of Borrower’s knowledge and belief, is enforceable against the Tenant thereof. No default exists, or with the passing of time or the giving of notice or both would exist, under any Lease which would, in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premisesaggregate, have commenced a material adverse effect on Borrower or the payment Property. No Tenant under any Lease has, as of the date hereof, paid rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord rents under any Lease which remains outstandingsuch Leases have not been waived, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of timereleased, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all otherwise discharged or compromised. All security deposits required under such Leases are as set forth on the Rent Roll have been fully funded and are held consistent by Borrower in a separate segregated account or as otherwise required by applicable law. No Lease provides any party with Section 3.8 hereof; (viii) the right to obtain a lien or encumbrance upon the Property superior to the lien of this Deed of Trust. The Property forms no part of any property owned, used or claimed by Borrower as a residence or business homestead and is not exempt from forced sale under the sole owner laws of the entire lessor’s interest state in which the Premises is located. Borrower hereby disclaims and renounces each Lease; (ix) each Lease is the valid, binding and enforceable obligation every claim to all or any portion of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to as a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderhomestead.

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is Borrower has delivered to Agent true, complete and correct and complete copies of all Leases. There are no Leases with respect to the Property is not subject to any Leases Premises other than the Leases described in the Rent Roll or in the title report delivered to LenderAgent. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingSchedule 4.36: To Borrower’s Knowledge, (ia) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iiib) all rents Rents due and payable under the Leases have been paid and no portion thereof of any Rent has been paid for any period more than thirty (30) days in advance; (ivc) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant Lessee thereunder for an adjustment to the rent; (vd) no tenant Lessee has made any claim in writing against the landlord under any Lease Borrower, Operating Lessee or Property Manager which remains outstandingoutstanding that Borrower, there are Operating Lessee or Property Manager is in default under its applicable Lease; (e) no defaults on the part of the landlord material default has occurred by Borrower, Operating Lessee or, to Borrower’s or Operating Lessee’s knowledge, any Lessee under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under Operating Lessee or, to Borrower’s or Operating Lessee’s knowledge, any LeaseLessee, has occurred; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ixf) each Lease is the valid, binding and enforceable obligation of Borrower or Operating Lessee, as applicable; (g) intentionally omitted; (h) all Security Deposits under the Leases are as set forth in the Leases, and Borrower and the applicable tenant thereunderOperating Lessee is in compliance with all Legal Requirements with respect to all Security Deposits; (xi) no Person has use restriction contained in any possessory interest inLease, Permitted Encumbrance or right to occupyPremises Document is violated by any use permitted under any other Lease, the Property except under the terms of the Leaseany Permitted Encumbrance or any Premises Document; and (xij) each no Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property Premises or any part thereof. Neither ; (k) to Borrower’s or Operating Lessee’s knowledge, the Lessees named in the Leases nor are in occupancy of the Rents have been assigned premises leased under their Leases; and (l) to Borrower’s or pledged except Operating Lessee’s knowledge, no Lessee has (i) consented to Lenderthe appointment of a conservator, receiver, trustee, custodian or liquidator in any insolvency, readjustment of debt, marshalling of assets and no other Person has liabilities or similar proceedings of or relating to it or of or relating to all, or substantially all, of its property, or for the winding-up or liquidation of its affairs, (ii) admitted in writing its inability to pay its debts generally as they become due, (iii) filed a petition, or otherwise instituted, or consented to the institution against it of, proceedings to take advantage of any interest therein except law relating to bankruptcy, insolvency or reorganization or the tenants thereunderrelief of debtors, (iv) made an assignment for the benefit of its creditors or (v) suspended payment of its obligations.

Leases. To Borrower’s Knowledge, the rent roll attached Attached hereto as Schedule 3 is a true, correct and complete rent roll for each Property (the “"Rent Roll”) is true"), complete and correct and the Property is not subject to any which includes all Leases other than the Leases described in the Rent Roll or in the title report delivered to Lenderaffecting each Property. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingSchedule 3: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the such Leases, and and, to Borrower's knowledge, there are no material offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) 30 days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and and, to Borrower's knowledge, there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease the Leases which remains outstanding, and to Borrower's knowledge, (a) there are no defaults on the part of the landlord under any Lease, and (b) no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower's knowledge, there is no present material default by the tenant under any Lease; and (vii) all Borrower does not hold any security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreementLeases. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants or subtenants thereunder.

Leases. To Borrower’s Knowledge, The Properties are not subject to any leases other than the Leases described in the rent roll attached hereto as Schedule 3 (the “Rent Roll”) 4.1.26-A and made a part hereof, which rent roll is true, complete and correct and the Property is not subject to any Leases other than the Leases described accurate in the Rent Roll or in the title report delivered to Lender. Except all material respects as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Closing Date. Borrower is the sole owner and lessor of the entire lessorlandlord’s interest in each Lease; (ix) each Lease is the validLeases. To Xxxxxxxx’s knowledge, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, in any Individual Property or right to occupy, occupy the Property same except under and pursuant to the terms provisions of the LeaseLeases and Permitted Encumbrances. Except as has been disclosed in the tenant estoppels delivered to Lender prior to the Closing Date, (1) the current Leases are in full force and effect and Borrower has neither given nor received and written notice of default thereunder that has not been resolved; (2) no Rent has been paid more than one (1) month in advance of its due date other than with respect to the following Leases, which are paid on a quarterly basis: (A) Grande Communications Networks, Inc. (000 Xxxxxxx Xxxxxx, San Marcos, TX 78666 ) and (B) Cofinity, Inc. (00000 Xxxxxxxxxxxx Xxx, Xxxxxxxxxx, XX 00000); (3) to Borrower’s knowledge, all security deposits are held by or on behalf of Borrower in accordance with applicable law. Schedule 4.1.26-B hereto sets forth the amount of outstanding free rent and unfunded tenant improvement allowances, landlord work and leasing commissions outstanding as of the Closing Date under certain executed Leases which are to be performed or funded during the initial term of the Loan (the “Unfunded Obligations”); (4) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is outstanding; (5) except as disclosed thereon, no Tenant listed on Schedule 4.1.26-A has assigned its Lease or sublet all or any portion of the premises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises except as has been disclosed in the estoppels delivered to Lender in connection with the closing of the Loan; and (xi7) each no Tenant under any Lease is subordinate to the Loan Documents, either has a right or option pursuant to its terms such Lease or pursuant otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a subordination and attornment agreementpart, other than as set forth on Schedule 4.1.26-C attached hereto. None of the Leases contains any option Tenants holding leasehold interests with respect to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderis Affiliated with Borrower.

Leases. To Borrower’s Knowledge, the rent roll The list of leases attached hereto as Schedule 3 Exhibit D-1 is true and correct in all material respects (the “Leases”) and except as set forth in such exhibit, the Leases have not otherwise been amended, modified or supplemented. The Leases made available to Purchasers pursuant to Section 3.1 below are true, accurate and complete copies. The information set forth on the Rent Roll attached hereto as Exhibit D-2 (the “Rent Roll”) is true, complete true and correct and the Property is not subject to any Leases in all material respects. To Xxxxxx I’s knowledge, other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on in Exhibit D-3 (the Rent Roll or “Arrearage Schedule”), Landlord has not notified in writing any tenant that such tenant is in default, which default remains uncured as otherwise disclosed to Lender in writing: of the date hereof. To BorrowerXxxxxx I’s Knowledgeknowledge, (i) each Lease is all of the Leases are in full force and effect; (ii) . Except for the tenants loan referenced in Section 10.2 hereof, the documents evidencing and securing such loan and the Xxx-Xxxxx Agreement, none of the Leases nor any of the rents under the Leases have accepted possession will be otherwise assigned, pledged, or encumbered as of and are in occupancy of all of their respective demised premisesthe Closing Date; provided, have commenced the payment of rent under the Leaseshowever no representation is given with respect to any assignments, and there are no offsetspledges, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases encumbrances that may have been paid and no portion thereof has been paid for created or granted by any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; . Except for the Leases, neither Fee Landlord, Overlandlord nor Landlord has granted any use or occupancy rights to any person or entity and, to Xxxxxx I’s knowledge (viii) Exhibit D-4 sets forth all security deposits subleases, license agreements or other occupancy agreements granted by any tenant under the Leases or by any predecessor-in-interest of Fee Landlord, Overlandlord or Landlord and (ii) there are no assignments of any Leases (whether by express assignment, stock transfer, merger or otherwise) other than those assignments as set forth on the Rent Roll in Exhibits D-1 and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner D-5. To Xxxxxx I’s knowledge, neither Xxxxxx I or Fee Landlord, Overlandlord or Landlord has received any notice of default under any Leases which remains uncured as of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderdate hereof.

Leases. To Borrower’s Knowledge, the The rent roll attached hereto as Schedule 3 A12 to the disclosure letter (the “"Rent Roll”") is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except as set forth on the Rent Roll or as otherwise disclosed and other due diligence information provided to Lender in writingInvestor, and to Company's knowledge: To Borrower’s Knowledge, (i) each Lease is in full force and effecteffect and all conditions precedent to each tenant's obligations under the related Lease have been satisfied; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to the knowledge of the Company, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereofRoll; (viii) Borrower the Company or any of its Subsidiaries is the sole owner of the entire lessor’s 's interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower Company and/or the applicable Subsidiaries and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Leases; (xi) all work to be performed by the landlord under each Lease has been performed as required and has been accepted by the tenant under such Lease; (xii) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by the landlord to any tenant under any Lease has already been received by such tenant; (xiii) no tenant under any Lease (or any sublease) is an Affiliate of Company; (xiv) all tenants under the Leases are open for business and paying full, unabated rent; (xv) there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property; and (xixvi) each no tenant under any Lease is subordinate has assigned its Lease or sublet all or any portion of the premises demised thereby. The copies of the Leases delivered to the Loan DocumentsInvestor are true, either pursuant to its terms or pursuant to a subordination correct and attornment agreementcomplete, and there are no oral agreements with respect thereto. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents rents payable thereunder have been assigned or pledged pledged, except to Lenderthe Investor, and no other Person has any interest therein except the tenants thereunder. To the knowledge of the Company, no tenant has made an assignment for the benefit of creditors, or is subject to any federal or state bankruptcy or reorganization arrangement pursuant to federal bankruptcy law or any similar federal or state law, or any proceeding for the dissolution or liquidation of such tenant.

Leases. To Borrower’s KnowledgeA true, correct and complete copy (in all material respects) of the most recent rent roll for the Leases in effect for the Premises as of the Closing Date is attached hereto as Schedule 3 to Loan Parties’ Certificate (such rent roll and any rent roll for the Premises subsequently delivered to Agent, a “Rent Roll”) is true). As of the Closing Date, complete and correct and there are no Leases with respect to the Property is not subject to any Leases Premises other than the Leases described in that are set forth on the Rent Roll or in which is attached to the title report delivered to LenderLoan Parties’ Certificate. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingany estoppels: To Borrower’s Knowledge, (ia) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iiib) all rents Rents due and payable under the Leases have been paid and no portion thereof of any Rent has been paid for any period more than thirty (30) days in advance; (ivc) the fixed rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and and, to Loan Parties’ actual knowledge, there is no claim or basis for a claim by the tenant Lessee thereunder for an adjustment to the such fixed rent; (vd) no tenant Lessee has made any material written claim against the landlord Loan Parties or Property Manager that remains outstanding that either Loan Party is in default under its applicable Lease; (e) no material default has occurred by Loan Parties or, to Loan Parties’ actual knowledge, any Lease which remains outstanding, there are no defaults on the part of the landlord Lessee under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a defaultmaterial default under any Lease by Loan Parties or, to Loan Parties’ actual knowledge, any Lessee, has occurred; (vif) there each Lease is no present material default by the tenant under any Leasevalid, binding and enforceable obligation of Loan Parties, as applicable and, to Loan Parties’ actual knowledge, the applicable Lessee thereunder; (viig) all security deposits Security Deposits under the Leases are as set forth on the Rent Roll and are held consistent pursuant to Section 3.3 and Loan Parties and Property Manager, if any, are in compliance with Section 3.8 hereofall Legal Requirements in all material respects with respect to all Security Deposits; (viiih) Borrower no use restriction contained in any Lease, Permitted Encumbrance or Premises Document is the sole owner of the entire lessor’s interest violated by any use permitted under any other Lease, any Permitted Encumbrances or any Premises Document where such violation is reasonably likely to result in each Leasea Material Adverse Effect; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (xi) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property Premises or any part thereof. Neither the Leases nor the Rents have ; (j) to Loan Parties’ actual knowledge, no Lease has been assigned or pledged except sublet by any tenant to Lenderany Person; and (k) to Loan Parties’ knowledge, no Lessee has (i) consented to the appointment of a conservator, receiver, trustee, custodian or liquidator in any insolvency, readjustment of debt, marshalling of assets and no other Person has liabilities or similar proceedings of or relating to it or of or relating to all, or substantially all, of its property, or for the winding-up or liquidation of its affairs, (ii) admitted in writing its inability to pay its debts generally as they become due, (iii) filed a petition, or otherwise instituted, or consented to the institution against it, of proceedings to take advantage of any interest therein except law relating to bankruptcy, insolvency or reorganization or the tenants thereunderrelief of debtors, (iv) made an assignment for the benefit of its creditors or (v) suspended payment of its obligations. Nothing in this Section 5.34 shall apply or extend to the Ground Lease or Operating Lease.

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the The Trust Property is not subject to any Leases other than the Leases described in the Rent Roll or rent roll delivered to Lender in connection with this Deed of Trust, together with the schedules and the exhibits attached to such rent roll (collectively, the "RENT ROLL") and any existing subleases thereunder. No person has any possessory interest in the title report Trust Property or right to occupy the same except under and pursuant to the provisions of the Leases (and any existing subleases thereunder). As of the date hereof (i) the Borrower is the owner and holder of the landlord's interest under each Lease; (ii) there are no prior assignments of the landlord's interest in any Lease or any portion of Rents which are presently outstanding and have priority over the Assignment of Leases and Rents (the "ASSIGNMENT OF LEASES AND RENTS"), dated the date hereof, given by Borrower to Lender and intended to be duly recorded; (iii) true and correct copies of the Leases have been delivered by Borrower to Lender. Except Lender and the Leases have not been further modified or amended, except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, writing on or prior to the date hereof; (iiv) each Lease is in full force and effect; (iiv) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in except as disclosed on the Rent RollRoll or in any tenant estoppels delivered to Lender in connection with the Loans (collectively, and there is no claim or basis for a claim by the 'TENANT ESTOPPELS"), neither Borrower nor, to Borrower's knowledge, any tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part is in default under any of the landlord under any material terms, covenants or provisions of the Lease, and and, except as disclosed to Lender in writing, Borrower knows of no event has occurred which, with but for the passage of time or the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material an event of default by the tenant under any Lease; (viivi) all security deposits under Leases are except as expressly set forth in the Leases, the Tenant Estoppels or on the Rent Roll and Roll, there are held consistent with Section 3.8 hereof; (viii) Borrower is no offsets or defenses to the sole owner payment of any portion of the entire lessor’s interest in each LeaseRents; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.and

Leases. To Borrower’s Knowledge(a) The only Leases in effect as of the Effective Date are with the tenants identified on Exhibit "B"; (b) except as set forth on Exhibit "B", (i) all tenant improvements required under all Leases in existence on the Effective Date and the Additional Leases (as defined below) to be constructed by Seller have been completed, and (ii) all brokerage commissions payable under the Leases in existence on the Effective Date and the Additional Leases have been paid, (c) except as set forth in the Campus Crest Lease, no Tenant under any of the Leases (each, a "Tenant") has any option or right of first offer to purchase the Property; (d) except as set forth in the Leases, no Tenant has any right or option to lease additional space in the Property, extend the term of such Lease, put back to the landlord any space currently subject to such Tenant's Lease or terminate any Lease, (e) no written notice of default has been given or received by Seller with respect to any Lease that in either case remains uncured; (f) except as set forth on Exhibit "B", no Tenant has paid rent for more than one month in advance; (g) Seller has provided or will provide in accordance with Section 5.1 or Section 7.1.3, as applicable, of this Contract true and correct copies of the Leases to Purchaser; (h) except as set forth in Exhibit "B", Seller has not released or discharged in writing any guarantor under any lease guaranty pertaining to the Leases except as set forth in the Leases; (i) attached to this Contract as Exhibit “M” is a rent roll attached hereto as Schedule 3 for the Leases (the “Rent Roll”) is true), complete and correct and the Property is not subject to any Leases other than the Leases described in but Seller only represents that the Rent Roll or consists of the rent roll used by Seller in its management of the title report delivered to Lender. Except as set forth Property supplemented by information on two (2) additional Leases (one with Medflow Holdings, LLC and the other with Blacka Xxxxxx & Xxxxxxxxx LLP) that have been circulated for execution but have not been fully executed on the Effective Date (the "Additional Leases"), and Seller makes no further representations regarding the accuracy of the Rent Roll or Roll; and (j) attached to this Contract as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease Exhibit "N" is in full force and effect; (ii) the tenants under the Leases have accepted possession a list of and are in occupancy of all of their respective demised premises, have commenced the payment of rent security deposits currently held by Seller under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s KnowledgeBorrower has delivered (i) a true, correct and complete schedule (the “ Rent Roll ”) of all Leases affecting the Property as of the date hereof, which accurately and completely sets forth in all material respects for each such Lease, the following: the name of the Tenant, the Lease expiration date, extension and renewal provisions, the base rent roll attached hereto as Schedule 3 payable, the security deposit held thereunder and any other material provisions of such Lease and (the “Rent Roll”ii) is true, complete and correct and the Property is not subject to any Leases other than the complete copies of all Leases described in the Rent Roll Roll. Each Lease constitutes the legal, valid and binding obligation of Borrower and, to the best of Borrower’s knowledge and belief, is enforceable against the Tenant thereof. No default exists, or with the passing of time or the giving of notice or both would exist, under any Lease which would, in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premisesaggregate, have commenced a material adverse effect on Borrower or the payment Property. No Tenant under any Lease has, as of the date hereof, paid rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord rents under any Lease which remains outstandingsuch Leases have not been waived, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of timereleased, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all otherwise discharged or compromised. All security deposits required under such Leases are as set forth on the Rent Roll have been fully funded and are held consistent with Section 3.8 hereof; (viii) by Borrower is in a separate segregated account or as otherwise required by applicable law. All work to be performed by Borrower under the sole owner Leases has been substantially performed, all contributions to be made by Borrower to the Tenants thereunder have been made and all other conditions precedent to each such Tenant’s obligations thereunder have been satisfied. Each Tenant under a Lease has entered into occupancy of the entire lessordemised premises. To the best of Borrower’s interest in knowledge and belief, each Lease; (ix) each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors. No Lease is provides any party with the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, obtain a lien or encumbrance upon the Property except under the terms of the Lease; and (xi) each Lease is subordinate superior to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None lien of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderthis Mortgage.

Leases. To Borrower’s Knowledge, the rent roll attached Attached hereto as Schedule 3 (the “Rent Roll”) Exhibit B is a true, complete and correct and complete Rent Roll as of the date hereof. The Property is not subject to any Leases or other than agreements related to the Leases described in leasing or renting of the Rent Roll Property or in the title report delivered to Lender. Except any portion thereof, except as set forth on the Rent Roll Roll. No person has any possessory interest in the Property or as otherwise disclosed right to Lender in writingoccupy the same, except pursuant to the Leases. Borrower hereby represents that: To Borrower’s Knowledge, (i) each Lease Borrower has delivered a Rent Roll that is in full force true, correct and effectcomplete as of the date hereof; and (ii) Borrower is the tenants under owner and holder of the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent landlord’s interest under the Leases, and there are no offsets, claims prior assignments of all or defenses any portion of the Leases or any portion of the Rents and Profits which are presently outstanding and have priority over the assignment of leases and rents given by Borrower to Lender in the enforcement thereofMortgage or the Assignment of Leases; and (iii) all rents due each Lease constitutes the legal, valid and payable under binding obligation of Borrower and, to the Leases have been paid best of Borrower’s knowledge and no portion thereof has been paid for any period more than thirty (30) days in advancebelief, is enforceable against the Tenant thereunder; and (iv) no default exists, or with the rent payable under each Lease is the amount passing of fixed rent set forth in the Rent Roll, and there is no claim time or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or the Property; and (v) except as disclosed in writing in an estoppel certificate by such Tenant that has been delivered to and accepted by Lender in connection with the Loan, no Tenant has any offset or defense to the payment of time, or both, would constitute such a defaultrent under its Lease; and (vi) there is except as disclosed in writing in an estoppel certificate by such Tenant that has been delivered to and accepted by Lender in connection with the Loan, no present material default by Tenant has, as of the tenant date hereof, paid rent under any Leaseits Lease more than one (1) month in advance, and the rents under such Lease have not been waived, released, or otherwise discharged or compromised; and (vii) all security deposits work to be performed by Borrower under Leases are as set forth on each Lease has been substantially performed, all contributions to be made by Borrower to the Rent Roll Tenant thereunder have been made and are held consistent with Section 3.8 hereofall other conditions precedent to each Tenant’s obligations thereunder have been satisfied; and (viii) Borrower is except as disclosed in writing in an estoppel certificate by such Tenant that has been delivered to and accepted by Lender in connection with the sole owner Loan, each Tenant under a Lease has entered into occupancy of the entire lessor’s interest in each Leasepremises demised thereunder; and (ix) each Lease is Borrower has delivered to Lender true, correct and complete copies of all Leases described in the valid, binding Rent Roll; and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest into the best of Borrower’s knowledge and belief, each Tenant is free from bankruptcy, reorganization or right to occupy, arrangement proceedings or a general assignment for the Property except under the terms benefit of the Leasecreditors; and (xi) each no Lease is subordinate provides any party with the right to obtain a lien or encumbrance upon the Property superior to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None lien of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderMortgage.

Leases. To Borrower’s Knowledge, the The rent roll for the Property attached in Exhibit B hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and complete in all material respects, and describes all of the Leases of the Property. Owner has furnished to the Fund true, correct and, to Federal’s and Owner’s knowledge, complete copies of all of the Leases affecting the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lenderincluding all amendments and guarantees. Except as set forth on disclosed in Exhibit B attached hereto, to Federal’s and Owner’s knowledge, the Rent Roll or as otherwise disclosed to Lender “landlord” is not in writing: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord default under any Lease, which default remains uncured, and no event has occurred whichthat, with the giving of notice or the passage of time, or both, would constitute such a default; (vi) there is default of the landlord under any Lease. Except as disclosed in Exhibit B attached hereto, to Federal’s and Owner’s knowledge, no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessorLeases is in monetary default under its Lease beyond any applicable notice and cure period, and neither Federal nor Owner has given to any tenant any written notice of non-monetary default, which default has not been cured. Except as disclosed in Exhibit B attached hereto, to Federal’s interest in each Lease; (ix) each Lease is the validand Owner’s knowledge, binding and enforceable obligation all of the Borrower landlord’s obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full and all tenant concessions (such as, for example, free rent, move-in allowances, tenant improvement allowances, etc.) from the landlord under the Leases have been paid, satisfied and performed in full. Federal and Owner each further represents and warrants as follows with respect to each of the Leases (except as otherwise expressly disclosed in Exhibit B attached hereto): (i) the Lease constitutes the entire agreement with the applicable tenant thereunderrelating to the Property, and has not been amended, modified or supplemented (in writing or otherwise), except for such amendments, modifications and supplements delivered to the Fund prior to Closing; (xii) the “tenant” under such Lease has no right of first refusal or option to purchase all or any portion of the Property; (iii) no Person has any possessory interest in, or right to occupy, portion of the Property except security deposit under the terms of Lease has been applied which has not been restored to the full amount required under the Lease; and (xiiv) each the “landlord” under such Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None has not accepted any payment of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderrent more than one (1) month in advance.

Leases. To Borrower’s Knowledge, the (a) The rent roll attached hereto as Schedule 3 7 (the “Rent Roll”) is true, complete and correct and the no Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except as set forth on the Rent Roll Roll, on Schedule 3 hereto or as otherwise disclosed any tenant estoppel certificates delivered to Lender in writingLender: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and to Borrower’s actual knowledge there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no written claim or to Borrower’s actual knowledge basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim in writing against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any LeaseLease of which Landlord has been notified, and and, to Borrower’s knowledge, no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrowers’ actual knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) the applicable Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the such Borrower and and, to Borrower’s actual knowledge, the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the any Property except under the terms of the LeaseLeases; and (xi) except with respect to Leases entered into after the date hereof in accordance with the terms of this Agreement, all work to be performed by the applicable Borrower under each Lease has been performed as required and has been accepted by the applicable tenant under such Lease; (xii) any payments, free rent, partial rent, rebate of rent or other material payments, credits, allowances or abatements required to be given by any Borrower to any tenant under any Lease has already been received by such tenant; (xiii) no Tenant under any Lease (or any sublease) is subordinate an Affiliate of any Borrower; (xiv) all tenants under the Leases are open for business and paying full, unabated rent; (xv) there are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, and no such fees or commissions which have been earned by the applicable broker with respect to the Loan DocumentsLeases that are not yet due and payable; (xvi) to Borrower’s actual knowledge, either pursuant no tenant under any Lease has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises; (xvii) to Borrowers’ knowledge, each Tenant under a Material Lease is free from Bankruptcy Proceedings, (xviii) Borrowers acknowledge that ARC NYC400E67, LLC (“Laurel Borrower”) and Quik Xxxx Xxxx 00xx Xxxxxx LLC (“Quik Park”) entered into that certain Second Amendment of Lease, dated as of March 29, 2018 (the “Second Quik Park Amendment”), which amendment extends the term of that Agreement of Lease, dated as of March 30, 2009, between Laurel Borrower (as successor in interest to 0000 Xxxxx Xxxxxx LLC) and Quik Park, as amended by that First Amendment of Lease, dated as of November 15, 2011, between Laurel Borrower (as successor in interest to USPF IV Laurel Retail Owner L.P.), through November 30, 2031 and (xix) to Laurel Borrower’s knowledge, Laurel Borrower, previously made repairs and previously took such remedial steps as Laurel Borrower deemed reasonably necessary to fix the leaks described in the Tenant’s Estoppel Certificate from Cornell University for and on behalf of its terms or pursuant to a subordination Xxxx and attornment agreementXxxxxxx X Xxxxx Medical College dated as of March 14, 2018. None The copies of the Leases contains any option delivered to purchase or right of first refusal to purchase Lender (including the Property or any part thereofSecond Quik Park Amendment) are true and complete, and there are no oral agreements with respect thereto. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s KnowledgeAs of the date hereof, the rent roll rolls attached hereto as Schedule 3 (the “Rent Roll”) is I are true, complete and correct and the no Property is not subject to any Leases other than the Leases described in Schedule I. Borrowers are the Rent Roll or owners and lessors of landlord’s interest in the title report delivered Leases. No Person has any possessory interest in any Property or right to Lenderoccupy the same except under and pursuant to the provisions of the Leases or the Ground Lease. Except as set forth on the Rent Roll rent rolls attached hereto as Schedule I or as otherwise disclosed provided from time to Lender in writingtime pursuant hereto: To Borrower’s Knowledge, (i) each Lease is the Leases are in full force and effect; effect and there are no defaults thereunder by either party beyond any applicable notice or cure period, and, to Borrower’s knowledge, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder, (ii) the tenants copies of the Leases delivered to Agent are true and complete, and there are no oral agreements with respect thereto, (iii) no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (iv) all work to be performed by any Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant, (v) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by any Borrower to any Tenant has already been received by such Tenant, (vi) the Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, Property and have commenced the payment of full, unabated rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) Borrowers have delivered to Agent a true, correct and complete list of all security deposits under Leases are as set forth on the Rent Roll and made by Tenants at each Property which have not been applied (including accrued interest thereon), all of which are held consistent by Borrowers in accordance with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; applicable Lease and applicable Legal Requirements, (viii) each Tenant is free from bankruptcy or reorganization proceedings, (ix) no Tenant under any Lease (or any sublease) is a Borrower Related Party, (x) the Tenants under the Leases are open for business and paying full, unabated rent and no Tenant has requested to discontinue its business at its premises, (xi) each there are no brokerage fees or commissions due and payable in connection with the leasing of space at any Property, except as has been previously disclosed to Agent in writing, and no such fees or commissions will become due and payable in the future in connection with the Leases, including by reason of any extension of such Lease is subordinate or expansion of the space leased thereunder, except as has previously been disclosed to Agent in writing, (xii) except as expressly provided in any Lease, no Tenant under any Lease has any right or option for additional space in the Loan DocumentsImprovements, either and (xiii) to Borrowers’ knowledge, no Tenant has assigned its Lease or sublet all or any portion of the premises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises. No Tenant under any Lease has a right or option pursuant to its terms such Lease or pursuant to a subordination and attornment agreement. None of the Leases contains any option otherwise to purchase or right of first refusal to purchase the Property all or any part thereofof the leased premises or the building of which the leased premises are a part. Neither the Leases nor There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents have been assigned or pledged except to Lender, and no other Person has any interest received therein except the tenants thereunderwhich is still in effect.

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the The Security Property is not subject to any Leases other than the Leases described in the Rent Roll or rent roll delivered to Lender in connection with this Security Instrument. No person has any possessory interest in the title report delivered Security Property or right to Lenderoccupy the same except under and pursuant to the provisions of the Leases. Except As of the date hereof, (i) the Borrower is the owner and holder of the landlord’s interest under each Lease; (ii) there are no prior assignments of any Lease or any portion of Rents which are presently outstanding and have priority over the Assignment of Leases and Rents (the “Assignment of Leases and Rents”), dated the date hereof, given by Borrower to Lender and intended to be duly recorded; (iii) the Leases have not been modified or amended, except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, writing on the date hereof; (iiv) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no other than disclosed on Exhibit B attached hereto, neither Borrower nor any tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part is in default beyond any applicable cure period under any of the landlord under any terms, covenants or provisions of the Lease, and Borrower knows of no event has occurred which, with but for the passage of time or the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material an event of default by the tenant under any Lease; (vi) to the best of Borrower’s knowledge, there are no offsets or defenses to the payment of any portion of the Rents; and (vii) all security deposits Rents due and payable under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding have been paid in full and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the said Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except paid more than one (1) month in advance of the tenants thereunderdue dates thereof.

Leases. To Borrower’s KnowledgeThe Property is not subject to any leases, subleases, licenses, concessions or other agreements related to the rent roll attached hereto leasing or renting of the Property or any portion thereof, except as Schedule 3 set forth on the Rent Roll (as defined herein). No person has any possessory interest in the Property or right to occupy the same, except pursuant to the Leases. Mortgagor hereby represents that: (i) Mortgagor has delivered a schedule (the “Rent Roll”) of all Leases affecting the Property, which Rent Roll is true, complete and correct and complete as of the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is in full force date hereof; and effect; (ii) Mortgagor is the tenants under owner and holder of the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent landlord’s interest under the Leases, and there are no offsets, claims prior assignments of all or defenses any portion of the Leases or any portion of the Rents and Profits which are presently outstanding and have priority over the assignment of leases and rents contained herein in Section 1.9 hereof given by Mortgagor to Mortgagee other than pursuant to the enforcement thereofFirst Mortgage; and (iii) all rents due each Lease constitutes the legal, valid and payable under binding obligation of Mortgagor and, to the Leases have been paid best of Mortgagor’s knowledge and no portion thereof has been paid for any period more than thirty (30) days in advancebelief, is enforceable against the Tenant thereunder; and (iv) no default exists, or with the rent payable under each Lease is the amount passing of fixed rent set forth in the Rent Roll, and there is no claim time or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Mortgagor or the Property; and (v) to Mortgagor’s knowledge, no Tenant has any offset or defense to the payment of time, or both, would constitute such a defaultrent under its Lease; and (vi) there is no present material default by Tenant has, as of the tenant date hereof, paid rent under any Leaseits Lease more than one (1) month in advance, and the rents under such Lease has not been waived, released, or otherwise discharged or compromised; and (vii) all security deposits work to be performed by Mortgagor under Leases are as set forth on each Lease has been substantially performed, all contributions to be made by Mortgagor to the Rent Roll Tenant thereunder, if any, have been made and are held consistent with Section 3.8 hereofall other conditions precedent to each Tenant’s obligations thereunder have been satisfied; and (viii) Borrower is no Lease provides any party with the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, obtain a lien or encumbrance upon the Property except under the terms of the Lease; and (xi) each Lease is subordinate superior to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None lien of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunderthis Mortgage.

Leases. To Borrower’s Knowledge, the A rent roll attached hereto as Schedule 3 (of a date not more than 30 days prior to the “Rent Roll”) Revolving Credit Reinstatement Date with respect to all Leases of any portion of the Mortgaged Property that is trueaccurate in all material respects has been delivered to Agent as the same shall be supplemented each fiscal quarter by a certificate signed by an authorized officer of Borrower. The Leases reflected on such rent roll constitute the sole and complete material agreements and understandings relating to leasing or licensing of space in the Buildings or otherwise at the Mortgaged Property. The Borrower has delivered to the Agent a true and complete copy of all Leases. There are no occupancies, complete and correct and rights, privileges or licenses in or to the Buildings or any other part of the Mortgaged Property is not subject to any Leases other than pursuant to the Leases described in the Rent Roll or in the title report delivered to Lenderreflected on such rent roll. Except as set forth on such rent roll the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each Lease is Leases reflected thereon are in full force and effect; (ii) , in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any material defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and neither the tenants under Borrower nor the Mortgagor has given or made, or received, any notice of default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases and, to the best of the knowledge of the Borrower and of the Mortgagor there is no basis for any such claim or notice of default by any tenant. Such rent roll accurately and completely sets forth all rents payable by tenants, no tenant having paid more than one month’s rent in advance. All tenant improvements or work to be done, furnished or paid for by the landlord, or credited or allowed to a tenant, for, or in connection with, the Buildings pursuant to any Lease have accepted possession been completed and paid for, or provided for in a manner reasonably satisfactory to the Agent, or will be paid for by the Borrower or the Mortgagor in the ordinary course of and its business. No leasing, brokerage or like commissions, fees or payments are due from the Borrower or the Mortgagor in occupancy respect of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been except those that will be paid for any period more than thirty (30) days in advance; (iv) by the rent payable under each Lease is Borrower or the amount of fixed rent set forth Mortgagor in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part ordinary course of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are its business. Except as set forth on such rent roll, all tenants under all Leases are in occupancy and operating the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is premises covered by such Leases within the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except permitted uses under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereundersuch Leases.

Leases. To Borrower’s Knowledgebest knowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to LenderRoll. Except To Borrower’s best knowledge, except as set forth on the Rent Roll or as otherwise disclosed tenant estoppel certificates delivered to Lender in writingprior to the date hereof: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Borrower’s Knowledge, The entire Property has been leased to American Express pursuant to the rent roll attached hereto as Schedule 3 American Express Lease. (the “Rent Roll”a) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (i) each The American Express Lease is in full force and effect; (iib) the tenants premises demised under the Leases American Express Lease have been completed and American Express has accepted possession of and are is in occupancy of all of their respective the demised premises, have ; (c) American Express has commenced the payment of rent under the LeasesAmerican Express Lease, and there are no offsets, claims or defenses to the enforcement thereofthereof and Borrower has no monetary obligations to American Express under the American Express Lease; (iiid) all rents Rents due and payable under the Leases American Express Lease have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (ivc) the rent payable under each the American Express Lease is the amount of fixed rent set forth in the Rent RollAmerican Express Lease, and there is no claim or basis for a claim by the tenant American Express thereunder for an adjustment to the rentRent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viiif) Borrower is the sole owner of the entire lessorlandlord’s interest in each the American Express Lease; (ixg) each the American Express Lease is the valid, binding and enforceable obligation of the Borrower and American Express thereunder and there are no agreements with American Express with respect to the applicable tenant thereunderAmerican Express Lease other than as expressly set forth therein; (xh) no Person has any possessory interest in, or right to occupy, the Property or any portion thereof except under the terms of the American Express Lease; (i) except for the right of first refusal set forth in Article 4 and (xi) each the right to offer to purchase the Property under Article 12, the American Express Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains does not contain any option or offer to purchase or right of first refusal to purchase the Property or any part thereof. Neither ; and (j) neither the Leases American Express Lease nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereundertherein.

Leases. To the best of Borrower’s Knowledgeknowledge, the rent roll attached hereto as Schedule 3 (the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in Roll. To the title report delivered to Lender. Except best of Borrower’s knowledge, except as set forth on the Rent Roll or as otherwise disclosed to Lender in writingRoll: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, and there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and and, to the best of Borrower’s knowledge, there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, and based on the tenant estoppels delivered to Lender in connection with the Loan, there are no defaults on the part of the landlord under any Lease, and and, to the best of Borrower’s knowledge, no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower’s best knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.

Leases. To Except as reflected in the Tenant Estoppels delivered to the Administrative Agent prior to the Closing Date, and except as otherwise disclosed to Administrative Agent in writing prior to the Closing Date: (a) to Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 for the Property certified by Borrower and delivered to Administrative Agent on or before the Closing Date (the “Rent Roll”) is true, complete and correct in all material respects and the Property is not subject to any Leases other than the Leases described in identified on such Rent Roll; (b) to Borrower’s Knowledge, as of the Rent Roll or in the title report Closing Date, Borrower has delivered to Lender. Except as set forth on Administrative Agent copies of all Leases and no verbal or written agreements exist which terminate, modify or supplement the Rent Roll or Leases, except as otherwise disclosed to Lender Administrative Agent in writing: To ; (c) as of the Closing Date (1) to Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the Leases, effect and there are no offsets, claims or defenses to the enforcement thereofdefaults by Borrower thereunder; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) no tenant has made any claim against the landlord under any Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii2) Borrower is the sole owner of the entire lessor’s interest in each Leasethe Leases and Borrower has not assigned, pledged or otherwise transferred the Rents reserved in the Leases (except to Administrative Agent); (ix3) each Lease is the validto Borrower’s Knowledge, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None all of the Leases contains any option are bona fide, arm’s-length agreements and are with Tenants which are not Affiliates of Borrower; (4) to purchase or right Borrower’s Knowledge, none of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned collected for more than one (1) month in advance (and for such purpose, a security deposit shall not be deemed Rent collected in advance); (5) all security deposits collected under the Leases are reflected on the Rent Roll or pledged except have otherwise been disclosed to LenderAdministrative Agent in writing, and if required by Governmental Requirements, such security deposits are being held by Borrower in compliance with all applicable Governmental Requirements; (6) all work to be performed by Borrower under each Lease has been performed as required; (7) Borrower has received no other Person written notice from any Tenant of any offsets or defenses exist in favor of any Tenant to the payment of any portion of the Rents and Borrower has no monetary obligation to any interest therein Tenant under any Lease, except as set forth in the tenants Tenant Estoppels delivered to Administrative Agent prior to the date of the Agreement; (8) all payments due and payable from Tenants under the Leases are current; (9) to Borrower’s Knowledge, except as reflected in the Rent Roll, no Tenant under any Lease is in default thereunder, or is a debtor in any bankruptcy, reorganization, insolvency or similar proceeding; and (10) to Borrower’s Knowledge, except as reflected in the Rent Roll or otherwise disclosed to Administrative Agent in writing, no brokerage commissions, finder’s fees or similar payment obligations are due and payable and unpaid by Borrower or any Affiliate of Borrower regarding any Lease.

Leases. To Borrower’s KnowledgeAttached hereto as SCHEDULE 4 is a true, the correct ------ ---------- and complete rent roll attached hereto as Schedule 3 for each Property (the “Rent Roll”) is true"RENT ROLL"), complete and correct and the Property is not subject to any which includes all Leases other than the Leases described in the Rent Roll or in the title report delivered to Lenderaffecting such Property. Except as set forth on in SCHEDULE 4, with respect ---------- to the Rent Roll or as otherwise disclosed applicable to Lender in writinga given Property: To Borrower’s Knowledge, (i) each Lease is in full force and effect; (ii) the tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises, have commenced the payment of rent under the such Leases, and and, to the best of Borrower's knowledge, there are no offsets, claims or defenses to the enforcement thereof; (iii) all rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no Borrower has not received written notice from any tenant of any claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (v) Borrower has received no notice of default from any tenant has made any claim against the landlord under any Lease of the Leases which which default remains outstandinguncured; to the best of Borrower's knowledge, there are no defaults on the part of the landlord under any Lease, ; and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vi) to Borrower's best knowledge, there is no present material default by the tenant under any Lease; (vii) all security deposits under Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereof; (viii) Borrower is the sole owner of the entire lessor’s interest in each Lease; (ix) each Lease is the valid, binding and enforceable obligation of the Borrower and the applicable tenant thereunder; (x) no Person has any possessory interest in, or right to occupy, the Property except under the terms of the Lease; and (xi) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None of the Leases contains any option to purchase or right of first refusal to purchase the Property or any part thereof. Neither the Leases nor the Rents have been assigned or pledged except to Lender, and no other Person has any interest therein except the tenants thereunder.;

Leases. To Borrower’s Knowledge, the rent roll attached hereto as Schedule 3 knowledge (the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll or in the title report delivered to Lender. Except as set forth on the Rent Roll or as otherwise disclosed to Lender in writing: To Borrower’s Knowledge, (ia) each Major Lease is in full force and effect; (iib) the tenants premises demised under the Major Leases have been completed, all alterations or other work required to be performed on the part of Borrower or Operating Lessee has been completed, and the Tenants under the Major Leases have accepted possession of and are in physical occupancy of all of their respective demised premises, ; (c) the Tenants under the Major Leases have commenced the payment of rent under the Major Leases, and there are no offsets, claims or defenses to the enforcement thereof, and neither Borrower nor Operating Lessee has any monetary obligations to any Tenant under any Major Lease; (iiid) all rents Rents due and payable under the Major Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (iv) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll, and there is no claim or basis for a claim by the tenant thereunder for an adjustment to the rent; (ve) no tenant Tenant has made any written claim of a material default against the landlord under any Major Lease which remains outstanding, there are no defaults on the part of the landlord under any Lease, and no event has occurred which, with the giving of notice or passage of time, or both, would constitute such a default; (vif) there is no present material default by the tenant Tenant under any Major Lease; (viig) all security deposits under the Major Leases are as set forth on the Rent Roll and are held consistent with Section 3.8 hereofhave been collected by Borrower or Operating Lessee; (viiih) Borrower or Operating Lessee is the sole owner of the entire lessorlandlord’s interest in each Major Lease; (ixi) each Major Lease is the valid, binding and enforceable obligation of the Borrower and/or Operating Lessee and the applicable tenant thereunderTenant thereunder and there are no agreements with the Tenants under the Major Leases other than as expressly set forth in the Major Leases; (xj) no Person has any possessory interest in, or right to occupy, the any Individual Property or any portion thereof except under the terms of the Leasea Lease or as a hotel guest; and (xik) each Lease is subordinate to the Loan Documents, either pursuant to its terms or pursuant to a subordination and attornment agreement. None none of the Leases contains any option or offer to purchase or right of first refusal or right of first offer to purchase the or lease any Individual Property or any part thereof. Neither ; and (l) neither the Leases nor the Rents have been assigned assigned, pledged or pledged hypothecated except to Lender. Borrower represents that it has heretofore delivered to Lender true, correct and no other Person has complete copies of all Major Leases and any interest therein except the tenants thereunderand all amendments or modifications thereof.