Common use of Leases Clause in Contracts

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, any Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement)Rents. No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, any Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement)Rents. No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. (a) The Operating Borrower has delivered to the Agent true copies of the Leases (and any amendments thereto relating to each Pool Property required to be delivered as amended and restated on a part of the Eligible Real Estate Qualification Documents as of the date hereof, . An accurate and together with any certificates and notifications entered into complete Rent Roll as of the date of inclusion of each Pool Property in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, Pool Availability with respect to those Operating all Leases relating of any portion of the Pool Property has been provided to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto Agent (except with respect to each Pool Property that is leased to a single tenant under a triple-net lease, the subject matter therein lease has been provided to Agent in lieu of a Rent Roll). The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements relating to leasing or licensing of space at such Pool Property and there are in the Building relating thereto. Except as reflected on such Rent Roll or on Schedule 6.22 no written agreements modifyingtenant under any Lease is entitled to any free rent, amendingpartial rent, supplementing rebate of rent payments, credit, offset or restating such documentsdeduction in rent, including, without limitation, lease support payments, lease buy-outs or abatements or credits. Except as set forth on in Schedule X6.22, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes reflected therein are, as of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and date of inclusion of the applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest Pool Property in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. CurrentlyPool Availability, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and 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, except as reflected in Schedule 6.22, neither the Borrower nor any Guarantor has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of the Borrower, there are is no material events basis for any such claim or notice of default thereunder by any party thereto and there are tenant. Except as reflected in Schedule 6.22, no conditions thatproperty, other than the Pool Property which is the subject of the applicable Lease, is necessary to comply with the passage of time or the giving of noticerequirements (including, or bothwithout limitation, would constitute parking requirements) contained in such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are Property is not subject to any space Leases other than the Operating Anchor Tenant Lease (and space Leases providing for occupancy of less than one hundred (100) square feetsubleases permitted under the Anchor Tenant Lease). Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no No Person has any possessory interest in any Individual the Property or right to occupy the same except under and pursuant to the provisions of the Operating Anchor Tenant Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating The Anchor Tenant Lease and Operating Lease Guaranty is in full force and effect and to Borrower’s knowledge after inquiry, there are no material events of default defaults thereunder by any either party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default defaults thereunder. No Rent under any Operating Lease (including security deposits) has been paid more than one (1) month in advance of its due date and no Rents or charges date. To best of Borrower’s knowledge, all work to be performed by Borrower under the Operating Anchor Tenant Lease has been performed as required and has been accepted by the Anchor 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 the Anchor Tenant have already been waived, released or otherwise discharged or compromisedreceived by the Anchor Tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating the Anchor Tenant Lease Guaranty or of the Rents received therein which is outstanding. To Borrower’s knowledge after inquiry, except pursuant to as set forth on Schedule IV, the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company Anchor Tenant has not assigned the Operating Anchor Tenant Lease or sublet all or any portion of any Individual Property the premises demised thereby, nor does anyone except the Anchor Tenant and its employees occupy such leased premises. Except as set forth on Schedule IV, The Anchor Tenant does not have a right or option pursuant to the Operating Anchor Tenant Lease to purchase all or any part of the leased premises or the building of which the leased premises are a part. Except as disclosed in the Environmental Report delivered to Lender in connection herewith, to Borrower’s actual knowledge, no hazardous wastes or toxic substances, as defined by applicable federal, state or local statutes, rules and regulations, have been disposed, stored or treated by Anchor Tenant on or about the terms hereofleased premises nor does Borrower have any knowledge of Anchor 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 petroleum product or any toxic or hazardous chemical, material, substance or waste, except in either event, in compliance with applicable federal, state or local statues, rules and regulations.

Leases. Borrower has delivered (ai) The Operating a true, correct and complete schedule (the “Rent Roll”) of all Leases (affecting the Property as amended and restated on of the date hereof, which accurately and together with 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 certificates other material provisions of such Lease and notifications entered into in connection therewith(ii) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate correct and complete copies of such documents as all Leases described in effect on the date hereof Rent Roll. Each Lease constitutes the legal, valid and constitute the entire agreement between the parties thereto with respect binding obligation of Borrower and, to the subject matter therein best of Borrower’s knowledge and there are no written agreements modifyingbelief, amendingis enforceable against the Tenant thereof. No default exists, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage passing of time or the giving of noticenotice or both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or both, would constitute such a default thereunderthe Property. No Rent Tenant under any Operating Lease has been has, as of the date hereof, paid rent more than one thirty (130) month days in advance of its due date advance, and no Rents or charges the rents under the Operating Lease such Leases have not been waived, released released, or otherwise discharged or compromised. There All security deposits required under such Leases have been fully funded and are held by Borrower as permitted by applicable law. All work to be performed by Borrower under the Leases has been no prior salesubstantially performed, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating 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 Guaranty or has entered into occupancy of the Rents except pursuant demised premises. To the best of Borrower’s knowledge and belief, each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors. No Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the Mortgage and Assignment lien of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofthis Mortgage.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease Leases described in Schedule 4.1.26 attached hereto and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is made a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised therebypart hereof. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease GuarantyLeases. Currently, no 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 Operating Lease, any other space Leases listed Leases. Except as disclosed on Schedule X or permitted hereunder and4.1.26, with respect to a right to occupancy only (and not a possessory interest)Borrower’s knowledge, hotel guests. Each Operating Lease and Operating Lease Guaranty is the current Leases are in full force and effect and to Borrower’s knowledge there are no material events of default defaults thereunder by any either party thereto and to Borrower’s knowledge there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default material defaults thereunder. No Except for security deposits, no Rent under any Operating Lease has been paid more than one (1) month in advance of its due date date. Except as disclosed on Schedule 4.1.26, to Borrower’s knowledge, all work to be performed by Mortgage Borrower or Baltimore Owner, as applicable, under each Lease has been performed as required and no Rents has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or charges under the Operating Lease have other payments, credits, allowances or abatements required to be given by Mortgage Borrower or Baltimore Owner to any tenant has already been waived, released or otherwise discharged or compromisedreceived by such tenant. There has been is no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant received therein which is still in effect. Except as disclosed on Schedule 4.1.26, to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company Borrower’s knowledge, no tenant listed on Schedule 4.1.26 has assigned the Operating 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 Individual Property except Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the Operating leased premises or the building of which the leased premises are a part. Except as disclosed on Schedule 4.1.26, no tenant, to Borrower’s knowledge, under any Lease has any right or option for additional space in the Improvements. To Borrower’s knowledge, no hazardous wastes or toxic substances, as defined by applicable federal, state or local statutes, rules and regulations, have been disposed, stored or treated by any tenant under any Lease on or about the terms hereofleased premises nor does Borrower 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 petroleum product or any toxic or hazardous chemical, material, substance or waste in violation of applicable law.

Leases. (a) The Operating Leases (as amended and restated on Borrowers have delivered to the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate Agent true and complete copies of such documents the Leases and any amendments thereto relating to each Eligible Real Estate Asset required to be delivered as in effect on a part of the Eligible Real Estate Qualification Documents as of the date hereof hereof. An accurate and constitute complete Rent Roll in all material respects as of the entire agreement between date of inclusion of each Eligible Real Estate Asset in the parties thereto Unencumbered Asset Pool with respect to all Leases of any portion of the subject matter therein Eligible Real Estate Asset has been provided to the Agent. The Leases previously delivered to Agent as described in the preceding sentence constitute as of the date thereof the sole agreements relating to leasing or licensing of space at such Eligible Real Estate Asset and there are no written agreements modifyingin the Building relating thereto. No tenant under any Lease is entitled to any free rent, amendingpartial rent, supplementing rebate of rent payments, credit, offset or restating deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such documentsLeases or such Rent Roll. Except as set forth on in Schedule X6.22, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes reflected therein are, as of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and date of inclusion of the applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest Eligible Real Estate Asset in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. CurrentlyUnencumbered Asset Pool, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and 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 except as reflected in Schedule 6.22, no Borrower has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of the Borrowers, there are is no material events basis for any such claim or notice of default thereunder by any party thereto and there are tenant which would result in a Material Adverse Effect. Borrower knows of no conditions that, condition which with the giving of notice or the passage of time or the giving of notice, or both, both would constitute such a default thereunderon the part of (i) any tenant with respect to the material terms under a Lease or (ii) the respective Borrower as landlord under the Lease, in either case, that would, in the aggregate with any other defaults under Leases for the applicable Eligible Real Asset, adversely affect more than five percent (5%) of the base rent generated by such Eligible Real Asset. No Rent under any Operating Lease security deposit or advance rental or fee payment has been paid more than one (1) month in advance of its due date and no Rents made by any lessee or charges licensor under the Operating Lease have been waived, released or otherwise discharged or compromisedLeases except as may be specifically designated in the Leases. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or No property other than the Eligible Real Estate Asset which is the subject of the Rents except pursuant applicable Lease is necessary to comply with the Mortgage and Assignment of Leases material requirements (as including, without limitation, parking requirements) contained in such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofLease.

Leases. (a) The Operating Borrower has delivered to the Agent true copies of the Leases (and any amendments thereto relating to each Borrowing Base Property required to be delivered as amended a part of the Eligible Real Estate Qualification Documents, and restated on with respect to each Borrowing Base Property as of the date hereof, and together with any certificates and notifications entered into in connection therewith) and such Leases remain the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, sole Leases with respect to those Operating Leases relating to Swap Properties, on such Borrowing Base Properties and have not been amended except in accordance with the Swap Closing Date) are true, correct, Original Credit Agreement. An accurate and complete copies Rent Roll as of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto of inclusion of each Borrowing Base Property in Borrowing Base Availability with respect to all Leases of any portion of the subject matter therein Borrowing Base Property has been provided to the Agent (except with respect to each Borrowing Base Property that is leased to a single tenant under a triple-net lease, the lease has been provided to Agent in lieu of a Rent Roll). The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements relating to leasing or licensing of space at such Borrowing Base Property and there are in the Building relating thereto. Except as reflected on such Rent Roll or on Schedule 6.21 no written agreements modifyingtenant under any Lease is entitled to any free rent, amendingpartial rent, supplementing rebate of rent payments, credit, offset or restating such documentsdeduction in rent, including, without limitation, lease support payments, lease buy-outs or abatements or credits. Except as set forth on in Schedule X6.21, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes reflected therein are, as of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor date of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions inclusion of the Operating Lease, any other space Leases listed on Schedule X applicable Borrowing Base Property in Borrowing Base Availability or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest)each Borrowing Base Property as of the date of this Agreement, hotel guests. Each Operating Lease and Operating Lease Guaranty is as of the date of this Agreement, in full force and 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, except as reflected in Schedule 6.21, neither the Borrower nor any Guarantor has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of the Borrower, there are is no material events basis for any such claim or notice of default thereunder by any party thereto and there are tenant. Except as reflected in Schedule 6.21, no conditions thatproperty, other than the Borrowing Base Property which is the subject of the applicable Lease, is necessary to comply with the passage of time or the giving of noticerequirements (including, or bothwithout limitation, would constitute parking requirements) contained in such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. (a) The Operating Borrower has delivered to the Administrative Agent true copies of the Leases (and any amendments thereto relating to each PoolUnencumbered Property required to be delivered as amended and restated on a part of the Eligible Real Estate Qualification Documents as of the date hereof, . An accurate and together complete Rent Roll as of the date of inclusion of each Pool Property in the Pool Availability with respect to all Leases of any certificates and notifications entered into in connection therewith) and portion of the Operating Lease Guaranty Pooleach Unencumbered Property has been provided to Lender on the Original Closing Date (or, will be provided when required under Section 5.1(e)) to the Administrative Agent (except with respect to those Operating each PoolUnencumbered Property that is leased to a single tenant under a triple-net lease, the lease has been provided to Agent in lieu of a Rent Roll). The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements relating to Swap Propertiesleasing or licensing of space at such PoolUnencumbered Property and in the Building relating thereto. Except as reflected on such Rent Roll or on Schedule 4.20 no tenant under any Lease is entitled to any free rent, on the Swap Closing Date) are truepartial rent, correctrebate of rent payments, accurate and complete copies of such documents as credit, offset or deduction in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifyingrent, amendingincluding, supplementing without limitation, lease support payments, lease buy-outs or restating such documentsabatements or credits. Except as set forth on in Schedule X4.20, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes reflected therein are, as of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and date of inclusion of the applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest Pool Property in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. CurrentlyPool Availabilitysuch Rent Roll, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and 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, except as reflected in Schedule 4.20, neither the Borrower nor any Guarantor has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of the Borrower, there are is no material events basis for any such claim or notice of default thereunder by any party thereto and there are tenant. Except as reflected in Schedule 4.20, no conditions thatproperty, other than the PoolUnencumbered Property, which is the subject of the applicable Lease, is necessary to comply with the passage of time or the giving of noticerequirements (including, or bothwithout limitation, would constitute parking requirements) contained in such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are Property is not subject to any space leases other than the Leases described on Schedule II and made a part hereof and the Operating Lease. Operating Lessee is the owner and lessor of landlord’s interest in the Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feetLease. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease GuarantyLease. Currently, no No Person has any possessory interest in any Individual the Property or right to occupy the same except under and pursuant to the provisions of the Operating LeaseLeases and Room License Agreements. To the Borrower’s knowledge, any other space the current Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is are in full force and effect and there are no material events of default defaults thereunder by any either party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default defaults thereunder. No To Borrower’s knowledge, except as disclosed to Lender on Schedule II hereof, (a) no Rent under any Operating Lease (including security deposits) has been paid more than one (1) month in advance of its due date date, (b) all work to be performed under each Lease has been performed as required and no Rents has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or charges under the Operating Lease have other payments, credits, allowances or abatements required to be given to any tenant has already been waivedreceived by such tenant, released or otherwise discharged or compromised. There (c) there has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases received therein which remains in effect, (as such term is defined d) in the Mortgage Loan Agreement). No Operating Company each case, unless otherwise indicated thereon, no tenant listed on Schedule II has assigned the Operating 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, (e) no tenant under any Individual Property except Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the Operating leased premises or the building of which the leased premises are a part, and (f) no tenant under any Lease and has any right or option for additional space in the terms hereofImprovements.

Leases. (a) The Operating There are no Leases (as amended and restated affecting the Shopping Center other than those listed on the date hereofRent Roll. To the best of Seller's and Regency's knowledge, the copies of the Leases, which will be delivered to Buyer, will be true, correct and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, complete copies thereof. Except with respect to those Operating that certain Lease between Quizno's Inc. and Landlord for 1,600 square feet in the Shopping Center, between the end of the Inspection Period and the Closing Date, Seller will not terminate or modify any of the Leases, enter into any new Leases relating or grant additional renewal rights to Swap Propertiesany tenant, without the consent of Buyer, which consent may be withheld in Buyer's sole and absolute discretion. Buyer acknowledges that Seller may commence eviction proceedings against Quizno's, Inc. in the near future, and in such event, Seller will diligently pursue such proceedings in order to complete the eviction proceeding prior to Closing such that Quizno's, Inc. will not be a tenant of the Shopping Center on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect . The previous provision to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule Xcontrary notwithstanding, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes completion of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes eviction proceeding shall not be a financing or conveys any interest in condition precedent to Closing. During the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions Inspection Period Seller will promptly advise Buyer of the Operating terms of any proposed new Lease or modification of any existing Lease, or of any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereundertermination. No Rent under any Operating Lease rent or reimbursement has been paid more than one (1) month in advance of its due date and no Rents or charges advance. No security deposit has been paid, except as stated on a separate certified report from Seller. No tenants under the Operating Lease have been waived, released or otherwise discharged or compromisedLeases are entitled to interest on any security deposits. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or All of the Rents except pursuant Leases are in full force and effect. No tenant under any of the Leases has asserted any claim or right of offset against the landlord under their lease. If any tenant claims a right of offset in any Tenant Estoppel Certificate, and the claimed default by the landlord is not of a continuing nature, Seller shall have the right to pay to the Mortgage and Assignment tenant the amount of Leases (as such term is defined offset in order to obtain from the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereoftenant a clean Tenant Estoppel Certificate.

Leases. (a) The Operating Leases (An accurate and complete Rent Roll as amended and restated on of the date hereof, and together with any certificates and notifications entered into of inclusion of each Unencumbered Asset Pool Property in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, Unencumbered Asset Pool with respect to those Operating all Leases relating of any portion of the Unencumbered Asset Pool Properties has been provided to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies Agent. As of the date of delivery of such documents Rent Roll upon inclusion of a Unencumbered Asset Pool Property in the Unencumbered Asset Pool, no tenant or licensee under any Lease is entitled to any 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 effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documentsRent Roll. Except as set forth on in Schedule X6.22, as of the date of inclusion of the applicable Unencumbered Asset Pool Property in the Unencumbered Asset Pool, the Properties are not subject to Leases of any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes portion of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is Unencumbered Asset Pool are in full force and effect in accordance with their respective terms, without any payment default or to the knowledge of the Borrower and the Guarantors any other material default thereunder, nor to the knowledge of the Borrower and the Guarantors are there are no any defenses, counterclaims, offsets, concessions or rebates available to any tenant or licensee thereunder, and except as reflected in Schedule 6.22, the Borrower has not given or made, any notice of any payment or other material events of default thereunder by default, or any party thereto and there are no conditions thatclaim, which remains uncured or unsatisfied, with respect to any of the passage Leases, and to the knowledge of time the Borrower and the Guarantors there is no basis for any such claim or the giving notice of notice, material default by tenant or both, would constitute such a default thereunderlicensee. No Rent under any Operating Lease has been paid more property other than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or Unencumbered Asset Pool Property which is the subject of the Rents except pursuant applicable Lease is necessary to comply with the Mortgage requirements (including, without limitation, parking requirements) contained in such Lease. The Borrower or a Subsidiary Guarantor is the holder of the lessor’s, landlord’s or licensor’s interest in and Assignment to all of the Leases (as such term is defined in of the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofUnencumbered Asset Pool Properties owned by it.

Leases. (a) The Operating Borrower has delivered to the Agent true copies of the Leases (and any amendments thereto relating to each Mortgaged Property required to be delivered as amended and restated on a part of the Eligible Real Estate Qualification Documents as of the date hereof, . An accurate and together with any certificates and notifications entered into complete Rent Roll as of the date of inclusion of each Mortgaged Property in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, Borrowing Base with respect to those Operating 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 relating to Swap Propertiesleasing or licensing of space at such Mortgaged Property and in the Building relating thereto, other than subleases entered into by the tenants under such Leases. Except as reflected on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as Rent Roll or on Schedule 6.22 or in effect on the date hereof and constitute the entire agreement between the parties thereto any applicable Lease (except with respect to rent credits or rent abatements in effect as of the subject matter therein Closing Date and there are reflected on such Rent Roll), no written agreements modifyingtenant under any Lease is entitled to any free rent, amendingpartial rent, supplementing rebate of rent payments, credit, offset or restating deduction in rent, including, without limitation, lease support payments, lease buy-outs or abatements or credits due to defaults under such documentsLease or the occurrence of any other event under such Lease. Except as set forth on in Schedule X6.22, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes reflected therein are, as of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and date of inclusion of the applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest Mortgaged Property in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. CurrentlyBorrowing Base, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect in accordance with their respective terms, without any payment default (other than payment of work orders, direct utility recovery and CAM reconciliation not more than 60 days past due) or any other material default thereunder, nor are there are any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and, except as reflected in Schedule 6.22, neither the Borrower nor any Guarantor has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of the Borrower, there is no material events basis for any such claim or notice of default thereunder by any party thereto and there are tenant. Except as reflected in Schedule 6.22, no conditions thatproperty, other than the Mortgaged Property which is the subject of the applicable Lease, is necessary to comply with the passage of time or the giving of noticerequirements (including, or bothwithout limitation, would constitute parking requirements) contained in such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. (a) The Operating Leases (as amended Mortgagor shall, at its own cost and restated on the date hereofexpense, perform, comply with and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for discharge all purposes of the Bankruptcy Code (including Section 365(d) obligations of the Mortgagor under all leases and 502(b)(6) thereof) agreements for the use of the Mortgaged Premises and applicable Legal Requirementsuse its best efforts to enforce or secure the performance of each obligation and undertaking of the respective tenants under such leases and shall appear in and defend, at its own cost and no Operating Lease constitutes a financing expense, any action or conveys proceeding arising out of or in any interest in manner connected with the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlordMortgagor’s interest in any leases of the Operating Lease Mortgaged Premises. The Mortgagor shall apply all tenants security deposits as required by Minnesota Statutes Section 504B.178 and shall keep the Operating Lease Guarantycovenants required of a lessor or licensor pursuant to Minnesota Statutes Section 504B.161, subdivision 1, if the Mortgaged Premises is used for residential purposes. Currently, The Mortgagor shall permit no Person has surrender nor assignment of any possessory tenant’s interest in any Individual Property or under said leases unless the right to occupy assign or surrender is expressly reserved under the same except under and pursuant to the provisions lease, nor receive any installment of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid rent for more than one (1) month in advance of its due date and no Rents date, nor execute any mortgage or charges under create or permit a lien which may be or become superior to any such leases, nor permit a subordination of any lease to such mortgage or lien. The Mortgagor shall not materially modify or amend the Operating Lease have been waivedterms of any such leases, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation nor borrow against or pledge of the rentals from such leases, nor exercise or waive any Operating Lease, Operating Lease Guaranty or default of the Rents except pursuant tenant thereunder without the prior consent of the Mortgagee. The Mortgagor agrees to obtain the Mortgagee’s prior written approval before entering into any lease with a term of five (5) years or more. Should the Mortgagor fail to perform, comply with or discharge any obligations of the Mortgagor under any lease or should the Mortgagee become aware of or be notified by any tenant under any lease of a failure on the part of the Mortgagor to so perform, comply with or discharge its obligations under said lease, the Mortgagee may, but shall not be obligated to, and without further demand upon or notice to the Mortgagor, and without waiving or releasing the Mortgagor from any obligation in this Mortgage contained, remedy such failure, and Assignment of Leases (the Mortgagor agrees to repay upon demand all sums incurred by the Mortgagee in remedying any such failure together with interest at the rate as such term is defined specified in the Mortgage Loan Agreement)Notes. No Operating Company has assigned All such sums, together with interest as aforesaid, shall become so much additional Secured Indebtedness, but no such advance shall be deemed to relieve the Operating Lease or sublet all or Mortgagor from any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofdefault hereunder.

Leases. As of the Closing Date, the Properties are not subject to any leases other than the applicable Master Lease, the Third Party Subleases, the Lineage Subleases and those Leases referenced in the rent roll attached hereto as Schedule 4.1.26. Other than the Xxxxxxxx Property, each Property is subject to a Master Lease. Except as disclosed in Schedule 4.1.26, the Leases, the Third Party Subleases, the Lineage Subleases and each Master Lease (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on or before the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate correct and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto as of the Closing Date with respect to the subject matter therein and there are no other written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule Xthe Leases, the Properties are not subject to Third Party Subleases, the Lineage Subleases or any space Leases Master Lease other than those that have been provided to Lender on or before the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feetClosing Date. Each Operating Master Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, Requirements and no Operating Master Lease constitutes a financing or conveys any interest in the applicable Properties other than the leasehold interest therein demised thereby. Mortgage Borrower As of the Closing Date, with respect to the Properties (other than the Xxxxxxxx Property), the applicable Master Landlord (as defined in the applicable Master Lease) is (a) the owner and lessor of landlord’s interest in the Operating applicable Master Lease and is entitled to all base rent thereunder and (b) the Operating owner of the over landlord’s interest in any subleases or subsubleases relating to the Properties as of the Closing Date subject to such Master Lease. As of the Closing Date, with respect to the Xxxxxxxx Property, the Individual Borrower owning fee simple title to the Xxxxxxxx Property is (i) the owner and lessor of landlord’s interest in each Lease Guaranty(excluding any sublease, subsublease or further level thereof) at the Xxxxxxxx Property and is entitled to all base rent thereunder and (ii) is the owner of the over landlord’s interest in any subleases or subsubleases relating to the Xxxxxxxx Property. Currently, no 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 Operating LeaseLeases (including the applicable Master Leases, Third Party Subleases and Lineage Subleases) and under subleases, licenses or other occupancy arrangements granted by the applicable Master Tenant or the applicable Lineage Subtenant or subsubleases granted under any other space Leases listed on Schedule X or permitted hereunder andsubleases. As of the Closing Date, with respect to a right to occupancy only the Properties (and not a possessory interestother than the Xxxxxxxx Property), hotel guests. Each Operating each Master Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default defaults thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default defaults thereunder. No As of the Closing Date, each Material Lease set forth on Schedule 4.1.26 is in full force and effect and there are no defaults thereunder by any party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. Except as set forth on Schedule 4.1.26, no Rent under any Operating Lease or Master Lease has been paid more than one (1) month in advance of its due date and (other than security deposits), and, as of the Closing Date, no Rents or charges under the Operating Leases, the Lineage Subleases or any Master Lease have been waived, released or otherwise discharged or compromised. There All security deposits held by Borrower are being held in accordance in all material respects with applicable law. Except as set forth on Schedule 4.1.26, all work to be performed by Borrower under any Material Leases set forth on Schedule 4.1.26 has been no prior saleperformed as required and has been accepted by the applicable Tenant, transfer and any payments, free rent, partial rent, rebate of rent or assignmentother payments, hypothecation credits, allowances or pledge of abatements required to be given by Borrower to any Operating Lease, Operating Lease Guaranty or Tenant under any of the Rents except Material Leases set forth on Schedule 4.1.26, any Lineage Sublease or any Master Lease has already been received by such Tenant. Except as set forth on Schedule 4.1.26, no Tenant (including any Master Tenant, Lineage Subtenant and Third-Party Subtenant) and no other Person has an extension right or option pursuant to the Mortgage a Material Lease. Except as set forth on Schedule 4.1.26, no Tenant (including any Master Tenant and Assignment of Leases (as such term is defined any applicable Lineage Subtenant or Third Party Subtenant) and no other Person has any right or option for additional space in the Mortgage Loan Agreement)Improvements, which is subject to any other Material Lease set forth on Schedule 4.1.26. No Operating Company Tenant (including any Master Tenant and any applicable Lineage Subtenant or Third Party Subtenant) and no other Person has assigned the Operating an unexpired right or option pursuant to a Lease or sublet otherwise to purchase all or any portion part of any Individual Property except pursuant to other than the Operating Lease and the terms hereofIdentified Option Contracts.

Leases. The Mortgaged Property is subject to the leases listed and described on Exhibit B attached to the Loan Agreement (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith"Existing Leases") and the Operating Lease Guaranty provided Mortgaged Property is not subject to Lender on any other leases, occupancy rights or similar arrangements. Except as may be set forth in said Exhibit B, to the Original Closing Date (orbest of Mortgager's knowledge after diligent inquiry, with none of the Existing Leases has been amended, modified or supplemented in any respect to those Operating or terminated or canceled. The Existing Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute represent the entire agreement agreements between Mortgagor and the parties thereto respective applicable tenants ("Existing Tenants") with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, lease of the Properties are not subject to any space Leases other than portions of the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feetMortgaged Property covered thereby. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Existing Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect. To the best of Mortgager's knowledge after diligent inquiry, Mortgagor knows of no material defaults under Existing Leases in the aggregate which, in the judgment of Mortgagee, would have a material adverse effect and on the financial condition of Mortgagor or the Mortgaged Property. To the best of Mortgagor's knowledge, there are no material events existing defenses or offsets against the obligation to pay the rents or other charges due under any of default thereunder the Existing Leases or against the enforcement of any of the Existing Leases by any party thereto and Mortgagor. To the best of Mortgager's knowledge after diligent inquiry, except as may be set forth in said Exhibit B, there are no conditions thatagreements covering free rent, partial rent, rebate of rental payments or any other type of rental concessions with respect to any of the passage Existing Leases. Except as may be set forth in Exhibit B, none of time the Existing Leases contains any options or rights of first refusal to purchase any portion or all of the giving Mortgaged Property. To the best of noticeMortgager's knowledge after diligent inquiry, or both, would constitute such a default thereunder. No Rent there have not been any prepayments of any rent under any Operating Lease of the Existing Leases. Except as may be set forth in said Exhibit B, there is no provision for the payment of any security deposit under any of the Existing Leases. Mortgagor has been paid more than one (1) month not mortgaged, assigned, pledged, granted a security interest in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge encumbered its interest in any of the Existing Leases in favor of any Operating Lease, Operating Lease Guaranty person or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofentity other than Mortgagee.

Leases. (a) The Operating Leases (rent roll attached hereto as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are Schedule XI is true, correct, accurate complete and complete copies of such documents as correct in effect on the date hereof all material respects and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not Individual Property is subject to any space material Leases other than the Leases described on Schedule XI. Either Borrower or Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower Lessee is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease GuarantyLeases. Currently, no 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 Operating Lease, any Leases (other space than typical short-term occupancy rights of hotel guests). The Leases listed identified on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is XI are in full force and effect and there are no material events of default defaults thereunder by Borrower, Operating Lessee or, to Borrower’s and Operating Lessee’s knowledge, the other party beyond any party thereto applicable notice or cure period (except as disclosed on Schedule XI), and, to Borrower’s and Operating Lessee’s knowledge, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default 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 under any Operating Lease relating to the Leases (including security deposits) has been paid more than one (1) month in advance of its due date date. All work to be performed by Borrower or Operating Lessee under each Lease has been performed as required and no Rents has been accepted by the applicable tenant. Any payments, free rent, partial rent, rebate of rent or charges other payments, credits, allowances or abatements required to be given by Borrower or Operating Lessee 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 Individual Property and have commenced the payment of full, unabated rent under the Leases. Borrower or Operating Lessee has delivered to Lender a true, correct and 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 or Operating Lessee in accordance with the terms of the applicable Lease have been waivedand applicable Legal Requirements. To Borrower’s and Operating Lessee’s knowledge, released each tenant is free from bankruptcy or otherwise discharged reorganization proceedings. No tenant under any Lease (or compromisedany sublease) is an Affiliate of Borrower or Operating Lessee. To Borrower’s and Operating Lessee’s knowledge, 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 any Individual Property, except as set forth on Schedule XI. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant relating thereto or other Gross Revenue received therein which will be outstanding following the funding of the Loan (other than to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan AgreementLender). No Operating Company tenant listed on Schedule XI has assigned the Operating 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 and Operating Lessee’s knowledge, does anyone except such tenant and its employees, guests and invitees occupy such leased premises. No tenant under any Individual Property except Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the Operating leased premises or the building of which the leased premises are a part. No tenant under any Lease and has any right or option for additional space in the terms hereofImprovements, except as disclosed on Schedule XI.

Leases. (a) The Operating Borrower has delivered to the Agent true copies of the Leases (and any amendments thereto relating to each Unencumbered Pool Property required to be delivered as amended and restated on a part of the Eligible Real Estate Qualification Documents as of the date hereof, . An accurate and together with any certificates and notifications entered into complete Rent Roll as of the date of inclusion of each Unencumbered Pool Property in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, Unencumbered Pool with respect to those Operating all Leases of any portion of the Unencumbered Pool Property has been provided to the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements relating to Swap Propertiesleasing or licensing of space at such Unencumbered Pool Property and in the Building relating thereto. Except as reflected on such Rent Roll or on Schedule 6.22 no tenant under any Lease is entitled to any free rent, on the Swap Closing Date) are truepartial rent, correctrebate of rent payments, accurate and complete copies of such documents as credit, offset or deduction in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifyingrent, amendingincluding, supplementing without limitation, lease support payments, lease buy-outs or restating such documentsabatements or credits. Except as set forth on in Schedule X6.22, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes reflected therein are, as of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and date of inclusion of the applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest Unencumbered Pool Property in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. CurrentlyUnencumbered Pool, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and 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, except as reflected in Schedule 6.22, neither the Borrower nor any Guarantor has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of the Borrower, there are is no material events basis for any such claim or notice of default thereunder by any party thereto and there are tenant. Except as reflected in Schedule 6.22, no conditions thatproperty, other than the Unencumbered Pool Property which is the subject of the applicable Lease, is necessary to comply with the passage of time or the giving of noticerequirements (including, or bothwithout limitation, would constitute parking requirements) contained in such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. (a) The Operating All Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating all renewals of Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on executed after the date hereof and constitute shall (i) provide for rental rates comparable to existing local market rates for similar properties taking into account the entire agreement between other terms of the parties thereto with respect to the subject matter therein and there are no written agreements modifyingLease, amending(ii) be on commercially reasonable terms, supplementing or restating (iii) provide that such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant subordinate to the Mortgage and Assignment that the lessee will attorn to Lender and any purchaser at a foreclosure sale and (iv) not contain any terms which would materially adversely affect Lender’s rights under the Loan Documents. All Major Leases and all renewals, amendments and modifications thereof executed after the date hereof shall be subject to Lender’s prior approval, which approval shall not be unreasonably withheld, conditioned or delayed; provided, however, that Borrower may, without Lender’s consent (x) enter into renewals, modifications, amendments, expansions and terminations of existing Leases that are not Major Leases and (as such term is defined y) enter into new Leases that are not Major Leases. Lender shall execute and deliver a Subordination Non-Disturbance and Attornment Agreement in the Mortgage Loan Agreement)form annexed as Schedule IV to Tenants under future Leases approved or deemed approved by Lender promptly upon request with such commercially reasonable changes as may be requested by Tenants, from time to time, and which are reasonably acceptable to Lender. No Operating Company has assigned All Leases that are not Major Leases which provide for tenant improvements, tenant allowances and leasing commissions, in the Operating Lease aggregate in excess of $50.00 per rentable square foot, are subject to Lender’s prior approval, such approval not to be unreasonably withheld, conditioned or sublet all or any portion delayed. Moreover, it shall be reasonable for Lender to withhold its approval of any Individual Property except pursuant Lease which provides for an excess of $50.00 per rentable square foot for tenant improvements, tenant allowances and leasing commissions in the aggregate unless Borrower provides Lender evidence that it has the financial ability (e.g., adequate funds on deposit with Senior Mezzanine Lender which are available for the payment of same) to fund such excess before Lender disburses same out of the Operating Lease and the terms hereofvarious Reserve Funds.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are Property is not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal RequirementsPrime Lease, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease GuarantyLeases described in the certified rent roll delivered in connection with the origination of the Loan. CurrentlySuch certified rent roll is true, no complete and correct in all material respects as of the date set forth therein. No Person has any possessory interest in any Individual the Property or right to occupy the same (other than typical short-term occupancy rights of hotel guests which are not the subject of a written agreement) except under and pursuant to the provisions of the Operating Lease, any other space Leases. The current Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is are in full force and effect and to the Best of Mezzanine Borrower’s Knowledge, there are no material events of default defaults thereunder by any either party thereto (other than as expressly disclosed on the certified rent roll delivered to Mezzanine Lender or the Tenant estoppel certificates delivered to Mezzanine Lender in connection with the closing of the Loan) and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default material defaults thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under date, except as disclosed in the Operating Lease have been waived, released or otherwise discharged or compromisedTenant estoppel certificates delivered to Mezzanine Lender in connection with the closing of the Loan. There has been no prior sale, transfer or assignment, hypothecation or pledge by Mortgage Borrower of Mortgage Borrower’s interest in any Operating Lease, Operating Lease Guaranty or of the Rents except received therein, which will be outstanding following the funding of the Loan, other than those being assigned to Mortgage Lender concurrently herewith. No Tenant under any Lease has a right or option pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet otherwise to purchase all or any portion part of any Individual Property except pursuant to the Operating Lease and property of which the terms hereofleased premises are a part.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease Leases described in Schedule II attached hereto and space Leases providing for occupancy of less made a part hereof. No Property has more than one hundred Lease, as of the date hereof (100) square feetother than one or more subleases in effect at the Property, to the extent Borrowers have notified Lender of the existence of any such sublease as listed on Schedule II attached hereto or to the extent that any such sublease is set forth on Schedule B of the applicable Title Insurance Policy). Each Operating The tenant under each Lease is a “true lease” for all purposes of currently operating its business within the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein Improvements demised thereby. Mortgage Each Borrower is the owner and lessor of landlord’s interest in the Operating Lease and Leases appurtenant to the Operating Lease GuarantyProperty or Properties owned by such Borrower. Currently, no 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 Operating Lease, any other space Leases. The current Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is are in full force and effect and and, except as may be disclosed in any tenant estoppel certificates delivered to Lender there are no material events of default defaults thereunder by any either party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereundermaterial defaults thereunder (except for defaults which have been summarized on Schedule II attached hereto). The copies of the Leases and any related guaranty (including all amendments thereof) delivered to Lender are accurate, true and complete, and there are no oral agreements or additional amendments or other agreements with respect thereto. No Rent under any Operating Lease (other than security deposits, if any, listed on Schedule II attached hereto) has been paid more than one (1) month in advance of its due date date. Except as may be disclosed in any tenant estoppel certificates delivered to Lender, all work to be performed by the landlord under each Lease has been performed as required in such Lease and no Rents has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or charges other payments, credits, allowances or abatements required to be given by the landlord under the Operating such Lease have to any tenant has already been waived, released or otherwise discharged or compromisedreceived by such tenant. There has been no prior sale, transfer or assignmentassignment (other than to Borrower and Lender), hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to received therein which is still in effect (other than assignments, hypothecations or pledges which may have been made by the Mortgage and Assignment of Leases (as such term is defined in tenants under the Mortgage Loan AgreementLeases). No Operating Company To Borrower’s actual knowledge, except as listed on Schedule II, no tenant has assigned the Operating 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 Individual Property except Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the Operating Property of which the leased premises are a part (other than rights of first refusal or rights of first offer described in any Leases delivered to Lender prior to the date hereof, which are listed in Schedule II). No tenant under any Lease has any right or option for additional space in the Improvements. To each Borrower’s actual knowledge and except as disclosed in any environmental reports delivered to Lender in connection with the terms hereofLoan, no Hazardous Substances have been disposed, stored or treated by any tenant under any Lease on or about the leased premises nor does any such Borrower have any actual 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 petroleum product or any Hazardous Substances, except in either event, in compliance with applicable Environmental Laws.

Leases. (a) The Operating Leases (as amended and restated on Transaction Parties have delivered to the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate Agent true and complete copies of such documents the Leases and any amendments thereto relating to each Eligible Real Estate Asset required to be delivered as in effect on a part of the Eligible Real Estate Qualification Documents as of the date hereof hereof. An accurate and constitute complete Rent Roll in all material respects as of the entire agreement between date of inclusion of each Eligible Real Estate Asset in the parties thereto Unencumbered Asset Pool with respect to all Leases of any portion of the subject matter therein Eligible Real Estate Asset has been provided to the Agent. The Leases previously delivered to Agent as described in the preceding sentence constitute as of the date thereof the sole agreements relating to leasing or licensing of space at such Eligible Real Estate Asset and there are no written agreements modifyingin the Building relating thereto. No tenant under any Lease is entitled to any free rent, amendingpartial rent, supplementing rebate of rent payments, credit, offset or restating deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such documentsLeases or such Rent Roll. Except as set forth on in Schedule X6.22, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes reflected therein are, as of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and date of inclusion of the applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest Eligible Real Estate Asset in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. CurrentlyUnencumbered Asset Pool, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and 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 except as reflected in Schedule 6.22, no Transaction Party has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of the Transaction Parties, there are is no material events basis for any such claim or notice of default thereunder by any party thereto and there are tenant which would result in a Material Adverse Effect. Transaction Party knows of no conditions that, condition which with the giving of notice or the passage of time or the giving of notice, or both, both would constitute such a default thereunderon the part of (i) any tenant with respect to the material terms under a Lease or (ii) the respective Transaction Party as landlord under the Lease, in either case, that would, in the aggregate with any other defaults under Leases for the applicable Eligible Real Asset, adversely affect more than five percent (5%) of the base rent generated by such Eligible Real Asset. No Rent under any Operating Lease security deposit or advance rental or fee payment has been paid more than one (1) month in advance of its due date and no Rents made by any lessee or charges licensor under the Operating Lease have been waived, released or otherwise discharged or compromisedLeases except as may be specifically designated in the Leases. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or No property other than the Eligible Real Estate Asset which is the subject of the Rents except pursuant applicable Lease is necessary to comply with the Mortgage and Assignment of Leases material requirements (as including, without limitation, parking requirements) contained in such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofLease.

Leases. (a) The Operating Leases (as amended and restated on Borrower has delivered to the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate Agent true and complete copies of such documents the Leases and any amendments thereto relating to each Pool Property required to be delivered as in effect on a part of the Eligible Real Estate Qualification Documents as of the date hereof hereof. An accurate and constitute complete Rent Roll in all material respects as of the entire agreement between date of inclusion of each Pool Property in the parties thereto Pool with respect to all Leases of any portion of the subject matter therein Pool Property has been provided to the Agent. The Leases previously delivered to Agent as described in the preceding sentence constitute as of the date thereof the sole material agreements relating to leasing or licensing of space at such Pool Property and there are no written agreements modifyingin the Building relating thereto. No tenant under any Lease is entitled to any free rent, amendingpartial rent, supplementing rebate of rent payments, credit, offset or restating deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such documentsLeases or such Rent Roll. Except as set forth on in Schedule X6.22, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes reflected therein are, as of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and date of inclusion of the applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest Pool Property in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. CurrentlyPool, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect 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 except as reflected in Schedule 6.22, no Borrower has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of the Credit Parties, there are is no material events basis for any such claim or notice of default thereunder by any party thereto and there are tenant except in the case of any of the foregoing, those matters which would not result in a Material Adverse Effect. Borrower knows of no conditions that, condition which with the giving of notice or the passage of time or the giving of notice, or both, both would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under on the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge part of any Operating Lease, Operating tenant with respect to the material terms under a Lease Guaranty or of the Rents respective Borrower as landlord under the Lease, which would result in a Material Adverse Effect. No security deposit or advance rental or fee payment (more than 2 months in advance) has been made by any lessee or licensor under the Leases except pursuant as may be specifically designated in the copies of the Leases furnished to the Mortgage and Assignment of Leases (Agent or as such term is defined otherwise disclosed to Agent in the Mortgage Loan Agreement)writing. No Operating Company has assigned property other than the Operating Pool Property which is the subject of the applicable Lease or sublet all or any portion of any Individual Property except pursuant is necessary to comply with the Operating Lease and the terms hereofrequirements (including, without limitation, parking requirements) contained in such Lease.

Leases. (a) The Operating Leases (Except as amended and restated on the date hereofotherwise provided in this Section 7.1.32, Borrower shall not, and together shall cause the Borrowing Base Entities not to, enter into any Lease with any certificates and notifications entered into in connection therewitha Tenant (a “New Lease”) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, to the extent the same would cause a Material Adverse Effect, consent to the assignment of, modify or terminate any Lease, without the prior written consent of Administrative Agent which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing sentence, provided no Event of Default shall have occurred, Borrower and a Borrowing Base Entity may, in the ordinary course of business, enter into a New Lease, without Administrative Agent’s prior written consent, that satisfies each of the following conditions: (i) such New Lease contains material economic terms that are at least equal to the then prevailing market rate for similar properties in such location for the entire term of such New Lease and (ii) with respect to those Operating Leases relating each Borrowing Base Property, after giving effect to Swap Propertiesany New Lease, on the Swap amount of aggregate leased square footage at such Borrowing Base Property shall not exceed the amount of aggregate leased square footage at such Borrowing Base Property as of the Third Amendment Closing Date) are true, correct, accurate and complete copies of as such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as amount is set forth on Schedule XXV (such limitation for each Borrowing Base Property, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal RequirementsLeasing Threshold”); provided, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder andhowever, with respect solely to the Four Seasons Washington, D.C., Borrower, or the Borrowing Base Entities of the Four Seasons Washington, D.C. may exceed the Leasing Threshold applicable thereto by up to eleven thousand (11,000) square feet by entering into a right to occupancy New Lease, but only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage prior written consent of time Administrative Agent, which consent shall not be unreasonably withheld, delayed or conditioned, unless such New Lease (A) is on customary terms as leases for similar tenancies demising space in similar hotel properties located in the giving of notice, same neighborhood as such Borrowing Base Property and (B) provides that the demised premises thereunder shall only be used for retail purposes or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under services ancillary to the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or operation of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.Four Seasons Washington, D.C.

Leases. (a) The Operating Leases (as amended and restated on As of the date hereofthat any Delayed Advance is made by Lender, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided Borrower has delivered to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate true and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect all Leases pursuant to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to which any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner lessor at any of the Properties, including all modifications and lessor amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. CurrentlyBorrower occupying all or any part of any Property, no Person person has any possessory interest in any Individual Property of the Properties or right to occupy the same except under and pursuant to the provisions of the Operating LeaseLeases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects as of the date the first Delayed Advance is made, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease as of the date the first Delayed Advance is made. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any other space Leases listed on Schedule X option, right of first refusal or permitted hereunder and, with respect to a similar preferential right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet purchase all or any portion of any Individual Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each Lease at such Property except either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, at Borrower’s sole cost and expense, to provide a subordination, attornment and non-disturbance agreement in form and substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Borrower to any Tenant under a Lease (other than in connection with common area maintenance and other routine reconciliations) and no Tenant has the Operating Lease right to require Borrower to perform or finance any Material Alterations or improvements to the space covered by its Lease. Notwithstanding any provision contained in this Agreement to the contrary, Leases may contain (and the terms hereofsame shall be expressly permitted hereunder without notice to or the consent of Lender, except to the extent required pursuant to Section 4.7(b)) the rights of tenants to receive reimbursement, contribution or allowance by landlord for tenant improvements or rent concessions or abatements, in each case as set forth in the Exception Report.

Leases. (a) The Operating Borrower has delivered to the Agent true copies of the Leases (and any amendments thereto relating to each Mortgaged Property required to be delivered as amended a part of the Eligible Real Estate Qualification Documents. An accurate and restated on complete Rent Roll for each Mortgaged Property as of the date hereof, and together with any certificates and notifications entered into of inclusion of each Mortgaged Property in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, Borrowing Base Availability with respect to those Operating 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 relating to Swap Propertiesleasing or licensing of space at such Mortgaged Property and in the Building relating thereto. Except as reflected on such Rent Roll or on Schedule 6.21 no tenant under any Lease of any portion of the Mortgaged Property is entitled to any free rent, on the Swap Closing Date) are truepartial rent, correctrebate of rent payments, accurate and complete copies of such documents as credit, offset or deduction in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifyingrent, amendingincluding, supplementing without limitation, lease support payments, lease buy-outs or restating such documentsabatements or credits. Except as set forth on in Schedule X6.21, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes each Mortgaged Property are, as of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and date of addition of the applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest Mortgaged Property in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor calculation of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. CurrentlyBorrowing Base Availability, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and 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, except as reflected in Schedule 6.21, as of the date of addition of the applicable Mortgaged Property to the calculation of Borrowing Base Availability, neither the Borrower nor any Guarantor has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the knowledge and belief of the Borrower, there are is no material events basis for any such claim or notice of default thereunder by any party thereto and there are tenant. Except as reflected in Schedule 6.21, as of the date of addition of the applicable Mortgaged Property to the calculation of Borrowing Base Availability, no conditions thatproperty, other than the Mortgaged Property which is the subject of the applicable Lease, is necessary to comply with the passage of time or the giving of noticerequirements (including, or bothwithout limitation, would constitute parking requirements) contained in such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. (a) The Operating Leases (An accurate and complete Rent Roll and summary thereof in a form reasonably satisfactory to the Agent as amended and restated on of the date hereof, and together with any certificates and notifications entered into of inclusion of each Mortgaged Property or interests in connection therewiththe Mezzanine Property (or such other recent date as may be acceptable to the Agent) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating all Leases of any portion of the Mortgaged Property and the Mezzanine 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 Swap Propertiesleasing or licensing of space at such Mortgaged Property or Mezzanine Property and in the Building relating thereto. There are no occupancies, on the Swap Closing Date) are truerights, correct, accurate and complete copies of such documents as privileges or licenses in effect on the date hereof and constitute the entire agreement between the parties thereto with respect or to any Mortgaged Property or Mezzanine Property or portion thereof other than pursuant to the subject matter therein and there are no written agreements modifying, amending, supplementing Leases reflected in Rent Rolls previously furnished to the Agent for such Mortgaged Property or restating such documentsMezzanine Property. Except as set forth on Schedule Xin each Rent Roll, the Properties Leases reflected therein are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and 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 there are no none of the Borrower, any of its Subsidiaries, the Property Owner or the Guarantor has given or made any notice of any payment or other material events of default thereunder by default, or any party thereto and there are no conditions thatclaim, which remains uncured or unsatisfied, with respect to any of the passage of time or Leases. The Rent Rolls furnished to the giving of noticeBanks accurately and completely set forth all rents payable by and security, or bothif any, would constitute such a default thereunder. No Rent under any Operating Lease has been deposited by tenants, no tenant having paid more than one (1) month month's rent in advance advance. The Borrower has reviewed the estoppel certificates delivered by the tenants of the Mortgaged Property and the Mezzanine Property to the Agent and such estoppel certificates as of the date thereof are true and correct in all material respects. Except as otherwise set forth in Schedule A-5 to the Contribution Agreement, all tenant improvements or work to be done, furnished or paid for by the Borrower, any of its due date and no Rents Subsidiaries, the Property Owner, WASH or charges under the Operating Guarantor or credited or allowed to a tenant, for, or in connection with, the Building pursuant to any Lease have been waived, released or otherwise discharged or compromised. There has been no prior salecompleted and paid for or provided for in a manner satisfactory to the Agent. No material leasing, transfer brokerage or assignmentlike commissions, hypothecation fees or pledge payments are due from the Borrower, any of any Operating Leaseits Subsidiaries, Operating Lease Guaranty the Property Owner or the Guarantor in respect of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofLeases.

Leases. (a) The Operating Attached hereto as EXHIBIT C is a true, correct and complete list of Leases, including all of the amendments to the Leases (as amended and, to Seller's knowledge, all subleases, sublicenses and restated on the date hereof, and together with any certificates and notifications other occupancy arrangements entered into in connection therewith) and by the Operating Lease Guaranty provided tenants under the Leases, affecting the Property as of the Effective Date. Seller has delivered to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate Buyer true and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes each of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X EXHIBIT C. There are no occupancy agreements, leases, lettings, tenancies, licenses, written or permitted hereunder andoral agreements of any kind that could constitute a lease, license or other rights of occupancy or use for any portion of the Property, or to Seller's knowledge any assignments, sublets or sublicenses thereunder, in effect as of the Effective Date other than those Leases listed on EXHIBIT C; however, Seller understands that some tenants may have informal office-sharing arrangements with respect to a right to occupancy only affiliates or customers, of which arrangements Seller has no knowledge of its receipt of any written notice, and that Buyer will rely on Estoppel Certificates (and not a possessory interest), hotel guestsas hereinafter defined) for clarification of such arrangements. Each Operating Lease and Operating Lease Guaranty of the Leases is presently in full force and effect and has not been modified, renewed, extended, amended or terminated except as indicated on EXHIBIT C. The rent roll attached hereto as EXHIBIT G (the "RENT ROLL") is true and correct in all material respects and accurately reflects the information with respect to the Leases set forth therein. To Seller's knowledge, landlord/lessor is not in default currently under the Leases. No tenant or licensee under the Leases is in monetary default currently under the Leases, and to Seller's knowledge there are no material events do not currently exist any other defaults by tenants or licensees under the Leases, except as set forth in the Rent Roll attached as EXHIBIT G. No tenant has asserted in writing any lease audit rights or other defenses, claims or set-off rights against the landlord/lessor in connection with any Lease, except for AT&T Corp., a former tenant of default thereunder leased premises in the Improvements, which has asserted in writing a right to a refund in connection with an operating expense audit (the "AT&T CLAIM"). To Seller's knowledge, neither Seller nor Verizon Realty has received any written notice of any pending or threatened litigation by any party thereto tenant against the landlord/lessor with regard to any Lease. Seller is the owner of the entire lessor's/landlord's interest in and there are to the Leases, and neither the lessor's/landlord's interest therein nor the rents payable thereunder have been assigned, pledged or encumbered in any manner. Except as set forth in the Leases, no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent tenant under any Operating Lease of the Leases has been any right or option to purchase or otherwise acquire the Property or any portion thereof or interest therein, including, without limitation, any rights of first refusal. Except as provided for in the Leases, no tenant or licensee has paid any rent or additional rent more than one (1) month in advance of under its due date and respective Lease. There are no Rents security deposits required or charges being held under the Operating Leases. Except for those duties and obligations arising under the Lease have been waivedAmendments, released (A) to Seller's knowledge, neither Seller nor Verizon Realty has received written notice that the landlord/lessor failed to perform any of the duties, liabilities or otherwise discharged obligations imposed upon the landlord/lessor by the terms, provisions and conditions contained in the Leases and accruing on or compromised. There prior to the date hereof, and (B) all work required to be performed by the landlord/lessor under the Leases has been no prior salecompleted and accepted by the tenants, transfer including payment or assignment, hypothecation or pledge performance of any Operating Lease, Operating Lease Guaranty or all of the Rents landlord's/lessor's obligations with respect to tenant improvements. Other than Seller and tenants under the Leases, and except pursuant to as disclosed in the Mortgage and Assignment of Leases Estoppel Certificates (as such term is defined hereinafter defined), there are no parties in possession or parties who have a right to possess the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all Property or any portion thereof. As of Closing, no brokerage or leasing commissions or other compensation will be due and payable to any person or entity with respect to or on account of any Individual Property of the Leases except pursuant as provided in Section 3.03 with regard to the Operating Lease and the terms hereofAmendments.

Leases. Borrower has delivered (ai) The Operating a true, correct and complete schedule (the “Rent Roll”) of all Leases (affecting the Property as amended and restated on of the date hereof, which accurately and together with 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 certificates other material provisions of such Lease and notifications entered into in connection therewith(ii) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate correct and complete copies of such documents as all Leases described in effect on the date hereof Rent Roll. Each Lease constitutes the legal, valid and constitute the entire agreement between the parties thereto with respect binding obligation of Borrower and, to the subject matter therein best of Borrower’s knowledge and there are no written agreements modifyingbelief, amendingis enforceable against the Tenant thereof. No default exists, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage passing of time or the giving of noticenotice or both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or both, would constitute such a default thereunderthe Property. No Rent Tenant under any Operating Lease has been has, as of the date hereof, paid rent more than one thirty (130) month days in advance of its due date advance, and no Rents or charges the rents under the Operating Lease such Leases have not been waived, released released, or otherwise discharged or compromised. There All security deposits required under such Leases have been fully funded and are held by Borrower as required by applicable law. All work to be performed by Borrower under the Leases has been no prior salesubstantially performed, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating 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 Guaranty or has entered into occupancy of the Rents except pursuant demised premises. To the best of Borrower’s knowledge and belief, each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors. No Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the Mortgage and Assignment lien of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofthis Mortgage.

Leases. (a) The Operating Property is not subject to any Leases (as amended and restated other than the Leases described on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided rent roll certified to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are as true, correct, accurate complete and complete copies of such documents as correct in effect on all material respects (the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents“Rent Roll”). Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease GuarantyLeases (excluding any subleases or sub-subleasese). Currently, no No Person has any possessory interest in any Individual the Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed Leases. Except as set forth on Schedule X IV hereto and except as disclosed on the Rent Roll or permitted hereunder andon the estoppel certificates delivered to Lender in connection with the closing of the Loan, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is the Leases identified on the Rent Roll are in full force and effect and there are no material events of default defaults thereunder by either party beyond any party thereto 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 such a default defaults thereunder. No The copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto. Except as set forth on Schedule IV hereto and except as disclosed on the Rent under any Operating Lease Roll or on the estoppel certificates delivered to Lender in connection with the closing of the Loan, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date date. Except as set forth on Schedule IV hereto and except as disclosed on the Rent Roll or on the estoppel certificates delivered to Lender in connection with the closing of the Loan, to Borrower’s knowledge, all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant. Except as set forth on Schedule II hereto and except as disclosed on the Rent Roll or on the estoppel certificates delivered to Lender in connection with the closing of the Loan, 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 Lease has already been received by such Tenant. Except as set forth on Schedule II hereto and except as disclosed on the Rent Roll or on the estoppel certificates delivered to Lender in connection with the closing of the Loan, each Tenant under each Lease have accepted possession of and is in occupancy of all of its respective space demised under its Lease and has commenced the payment of full, unabated rent under its Lease. 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. To Borrower’s knowledge, no Tenant under a Lease is the subject of bankruptcy or reorganization proceedings. Except as set forth on 49 Schedule IV hereto, no Tenant under any Lease (or any sublease) is an Affiliate of Borrower. Except as set forth on Schedule IV hereto and except as disclosed on the Rent Roll or on the estoppel certificates delivered to Lender in connection with the closing of the Loan, there are no brokerage fees or commissions due and payable by Borrower in connection with the leasing of space at the Property, except as has been previously disclosed to Lender in writing, and no Rents such fees or charges under commissions will become due and payable in the Operating Lease have been waivedfuture in connection with the Leases, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge including by reason of any Operating Lease, Operating extension of such Lease Guaranty or expansion of the space leased thereunder, except as has previously been disclosed to Lender in writing. Borrower has not sold, transferred, assigned, hypothecated or pledged any Lease or the Rents received therefrom, except for those which are no longer in effect and except to Lender pursuant to the Mortgage Loan Documents. Except as set forth on Schedule IV hereto and Assignment except as disclosed on the Rent Roll or on the estoppel certificates delivered to Lender in connection with the closing of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company Loan, to Borrower’s knowledge, no Tenant under any Lease has assigned the Operating its Lease or sublet all or any portion of the premises demised thereby and no such Tenant holds its leased premises under assignment or sublease. Except as set forth on Schedule IV hereto and except as disclosed on the Rent Roll or on the estoppel certificates delivered to Lender in connection with the closing of the Loan and except for the rights of Bloomberg described in Section 40 of the Original Bloomberg Lease in event of a Proposed Competitor Asset Transfer (as defined in the Original Bloomberg Lease) or a Proposed Competitor Equity Transfer (as defined in the Original Bloomberg Lease) , no Tenant under any Individual Property except Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the Operating Lease and leased premises or the terms hereofbuilding of which the leased premises are a part.

Leases. The Properties (aBofA Revolver) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease Leases described in the rent rolls previously delivered to the Administrative Agent and space any Leases providing for occupancy entered into following the date of less than one hundred (100) square feetsuch rent rolls. Each Operating Lease is a “true lease” for all purposes To the Actual Knowledge of the Bankruptcy Code (including Section 365(d) Borrower, except as otherwise disclosed on the aforesaid rent rolls and 502(b)(6) thereof) and applicable Legal Requirementsexcept for discrepancies which, and no Operating Lease constitutes a financing either individually or conveys any interest in the Properties other than aggregate, would not have a Material Adverse Effect, such rent rolls are true, correct and complete as of the leasehold interest therein demised therebySupplement Effective Date. Mortgage Borrower A Property Owner (BofA Revolver) is the owner and lessor of landlord’s interest in the Operating each Lease and the Operating Lease Guarantyof a Property (BofA Revolver). Currently, no No Person has any possessory interest in any Individual Property (BofA Revolver) or right to occupy the same except under and pursuant to the provisions of the Operating Lease, Leases and any subleases permitted thereunder or pursuant to any easement or other space Leases listed on Schedule X or permitted hereunder and, with respect to similar document constituting a right to occupancy only (and not a possessory interest), hotel guestsPermitted Encumbrance. Each Operating Lease and Operating Lease Guaranty that relates to in excess of 20,000 square feet of net rentable area (a “Material Lease”) of a Property (BofA Revolver) is in full force and effect and and, to the Actual Knowledge of the Borrower, there are no material events defaults under any Material Lease of default thereunder a Property (BofA Revolver) by any either party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such material defaults under any Material Lease of a default thereunderProperty (BofA Revolver), except to the extent the same have not resulted, or would not be reasonably expected to result, individually or in the aggregate, in a Material Adverse Effect. No Rent under Property Owner (BofA Revolver) has, directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise, assigned, transferred, encumbered, hypothecated, pledged or granted a security interest in any Operating Lease has been paid more than one of the Leases of a Property (1BofA Revolver) month or its interest therein except, in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge case of any Operating LeaseEncumbered Property, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (loan documents evidencing the loan secured by such Encumbered Property, as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofdisclosed on Schedule 1.2.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with Neither Olsten nor any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided of its Subsidiaries owns any real property. Olsten has delivered or made available to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate Adecco true and complete copies of such documents as in effect on each lease requiring the date hereof payment of rentals aggregating, or pursuant to which the annual rentals are reasonably expected to be, at least $250,000 per annum pursuant to which real property is held under lease by Olsten or any of its Subsidiaries, and constitute the entire agreement between the parties thereto with respect true and complete copies of each lease pursuant to the subject matter therein and there are no written agreements modifying, amending, supplementing which Olsten or restating such documentsany of its Subsidiaries leases real property to others. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes Section 4.19 of the Bankruptcy Code (including Section 365(d) Olsten Disclosure Statement sets forth a true and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised therebycomplete list of all such leases. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions All of the Operating Lease, any other space Leases leases of Olsten or its Subsidiaries listed on Schedule X or permitted hereunder andSection 4.19 of the Olsten Disclosure Statement, with respect to a right to occupancy only (are valid and not a possessory interest), hotel guests. Each Operating Lease subsisting and Operating Lease Guaranty is in full force and effect with respect to Olsten and there are no material events of default thereunder by its Subsidiaries, as the case may be, and, to Olsten's knowledge, with respect to any other party thereto except any such failures to be in full force and effect as would not be reasonably expected to have an Olsten Material Adverse Effect. Neither Olsten nor any of its Subsidiaries nor, to Olsten's knowledge, any landlord is in default of its obligations under any lease to which Olsten is bound and, to Olsten's knowledge, there are no conditions thatwhich, with given notice and the passage of time or the giving of noticetime, or both, would could constitute such a default thereunderunder such lease, except for any defaults which would not reasonably be expected to have an Olsten Material Adverse Effect. No Rent under any Operating Lease has been paid more than one (1) month Olsten or its Subsidiaries, as the case may be, have valid leasehold interests in advance all properties leased thereunder free and clear of its due date and no Rents all liens, except as would not, individually or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement)aggregate, have an Olsten Material Adverse Effect. No Operating Company has assigned To Olsten's knowledge, the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease leased real properties are in good operating order and the terms hereofcondition.

Leases. (a) The Operating Leases (as amended and restated on Borrowers have delivered to the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate Agent true and complete copies of such documents the Leases and any amendments thereto relating to each Eligible Real Estate Asset required to be delivered as in effect on a part of the Eligible Real Estate Qualification Documents as of the date hereof hereof. An accurate and constitute complete Rent Roll in all material respects as of the entire agreement between date of inclusion of each Eligible Real Estate Asset in the parties thereto Unencumbered Asset Pool with respect to all Leases of any portion of the subject matter therein Eligible Real Estate Asset has been provided to the Agent. The Leases previously delivered to the Agent as described in the preceding sentence constitute as of the date thereof the sole agreements relating to leasing or licensing of space at such Eligible Real Estate Asset and there are no written agreements modifyingin the Building relating thereto. No tenant under any Lease is entitled to any free rent, amendingpartial rent, supplementing rebate of rent payments, credit, offset or restating deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such documentsLeases or such Rent Roll. Except as set forth on in Schedule X6.22, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes reflected therein are, as of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and date of inclusion of the applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest Eligible Real Estate Asset in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. CurrentlyUnencumbered Asset Pool, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and 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 except as reflected in Schedule 6.22, no Borrower has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of Borrowers, there are is no material events basis for any such claim or notice of default thereunder by any party thereto and there are tenant which would result in a Material Adverse Effect. Borrower knows of no conditions that, condition which with the giving of notice or the passage of time or the giving of notice, or both, both would constitute such a default thereunderon the part of (i) any tenant with respect to the material terms under a Lease or (ii) the respective Borrower as landlord under the Lease, in either case, that would, in the aggregate with any other defaults under Leases for the applicable Eligible Real Estate Asset, adversely affect more than five percent (5%) of the base rent generated by such Eligible Real Estate Asset. No Rent under any Operating Lease security deposit or advance rental or fee payment has been paid more than one (1) month in advance of its due date and no Rents made by any lessee or charges licensor under the Operating Lease have been waived, released or otherwise discharged or compromisedLeases except as may be specifically designated in the Leases. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or No property other than the Eligible Real Estate Asset which is the subject of the Rents except pursuant applicable Lease is necessary to comply with the Mortgage and Assignment of Leases material requirements (as including, without limitation, parking requirements) contained in such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofLease.

Leases. Each Subject Facility shall remain leased under the applicable Master Lease identified on Exhibit A until the earlier of (ai) The Operating Leases the current expiration date of the Term of the applicable Master Lease as it applies to such Subject Facility, or (ii) the date such Subject Facility is sold in accordance with the terms of this Agreement (such earlier date, as it applies to a particular Subject Facility, is herein referred to as the “Applicable Subject Facility Termination Date”), at which time the applicable Master Lease shall terminate as it applies to such Subject Facility in accordance with the terms of this Agreement and Section 40.16 and the other terms of such Master Lease (in the event of any conflict in such terms, the terms of this Amendment shall control). Except as otherwise expressly provided in this Agreement, until the Applicable Subject Facility Termination Date for each Subject Facility, each of Lessor and Tenant shall remain obligated to perform their respective duties, liabilities and other obligations under the Master Lease relative to such Subject Facility. Notwithstanding the foregoing, (I) if any Subject Facility in ML1-4 is not purchased in a manner consistent with the terms contained in this Agreement on or before April 30, 2018, Tenant shall be deemed to have exercised the Renewal Option with respect to such Subject Facility and, accordingly, such Subject Facility shall immediately be transferred to ML5 pursuant to (x) Section 1.4 of ML5 and (y) Section 1 of the amendment (that is dated as of the ARML Effective Date) to the Master Lease that currently governs its tenancy, such that such Subject Facility will be in “Renewal Group 2” (as amended and restated on the date hereof, and together with any certificates and notifications entered into defined in connection therewithML5) and the Operating numbered “Portfolio” under ML5 that corresponds to the number of the Master Lease Guaranty provided that governed its tenancy prior to Lender such transfer, and as a result of such transfer, the term of ML5 as it relates to such Subject Facilities shall expire on April 30, 2025, subject to any renewal rights for Renewal Group 2, and (II) if any Subject Facility in ML5 is not purchased in a manner consistent with the Original Closing Date (orterms contained in this Agreement on or before April 30, 2018, Tenant shall be deemed to have exercised the Renewal Option with respect to those Operating Leases relating to Swap Propertiessuch Subject Facility and, on the Swap Closing Date) are trueaccordingly, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect Subject Facility shall be subject to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.Section 19.6

Leases. (a) The Operating Leases (as amended and restated on Transaction Parties have delivered to the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate Agent true and complete copies of such documents the Leases and any amendments thereto relating to each Eligible Real Estate Asset required to be delivered as in effect on a part of the Eligible Real Estate Qualification Documents as of the date hereof hereof. An accurate and constitute complete Rent Roll in all material respects as of the entire agreement between date of inclusion of each Eligible Real Estate Asset in the parties thereto Unencumbered Asset Pool with respect to all Leases of any portion of the subject matter therein Eligible Real Estate Asset has been provided to the Agent. The Leases previously delivered to the Agent as described in the preceding sentence constitute as of the date thereof the sole agreements relating to leasing or licensing of space at such Eligible Real Estate Asset and there are no written agreements modifyingin the Building relating thereto. No tenant under any Lease is entitled to any free rent, amendingpartial rent, supplementing rebate of rent payments, credit, offset or restating deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such documentsLeases or such Rent Roll. Except as set forth on in Schedule X6.22, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes reflected therein are, as of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and date of inclusion of the applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest Eligible Real Estate Asset in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. CurrentlyUnencumbered Asset Pool, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and 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 except as reflected in Schedule 6.22, no Transaction Party has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of Borrower, there are is no material events basis for any such claim or notice of default thereunder by any party thereto and there are tenant which would result in a Material Adverse Effect. Borrower knows of no conditions that, condition which with the giving of notice or the passage of time or the giving of notice, or both, both would constitute such a default thereunderon the part of (i) any tenant with respect to the material terms under a Lease or (ii) the respective Transaction Party as landlord under the Lease, in either case, that would, in the aggregate with any other defaults under Leases for the applicable Eligible Real Estate Asset, adversely affect more than five percent (5%) of the base rent generated by such Eligible Real Estate Asset. No Rent under any Operating Lease security deposit or advance rental or fee payment has been paid more than one (1) month in advance of its due date and no Rents made by any lessee or charges licensor under the Operating Lease have been waived, released or otherwise discharged or compromisedLeases except as may be specifically designated in the Leases. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or No property other than the Eligible Real Estate Asset which is the subject of the Rents except pursuant applicable Lease is necessary to comply with the Mortgage and Assignment of Leases material requirements (as including, without limitation, parking requirements) contained in such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofLease.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement)Rents. No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. (a) The Operating Leases (An accurate and complete Rent Roll as amended and restated on of the date hereof, and together with any certificates and notifications entered into of inclusion of each Unencumbered Asset Pool Property in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, Unencumbered Asset Pool with respect to those Operating all Leases relating of any portion of the Unencumbered Asset Pool Properties has been provided to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies Agent. As of the date of delivery of such documents Rent Roll upon inclusion of a Unencumbered Asset Pool Property in the Unencumbered Asset Pool, no tenant or licensee under any Lease is entitled to any 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 effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documentsRent Roll. Except as set forth on in Schedule X6.22, as of the date of inclusion of the applicable Unencumbered Asset Pool Property in the Unencumbered Asset Pool, the Properties are not subject to Leases of any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes portion of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is Unencumbered Asset Pool are in full force and effect in accordance with their respective terms, without any payment default or to the knowledge of the Borrower and the Guarantors any other material default thereunder, nor to the knowledge of the Borrower and the Guarantors are there are no any defenses, counterclaims, offsets, concessions or rebates available to any tenant or licensee thereunder, and except as reflected in Schedule 6.22, the Borrower has not given or made, any notice of any payment or other material events of default thereunder by default, or any party thereto and there are no conditions thatclaim, which remains uncured or unsatisfied, with respect to any of the passage Leases, and to the knowledge of time the Borrower and the Guarantors there is no basis for any such claim or the giving notice of notice, material default by tenant or both, would constitute such a default thereunderlicensee. No Rent under any Operating Lease has been paid more property other than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or Unencumbered Asset Pool Property which is the subject of the Rents applicable Lease is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease. The Borrower or a Subsidiary Guarantor is the holder of the lessor’s, landlord’s or licensor’s interest in and to all of the Leases of the Unencumbered Asset Pool Properties owned by it, except pursuant to that both a Subsidiary Guarantor and Borrower hold the Mortgage and Assignment of Leases (as such term is defined lessor’s, landlord’s or licensor’s 113 interests in the Mortgage Loan agreements described in the definition of “Nokia Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof” in §1.1.

Leases. (ai) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are Property is not subject to any space Leases other than the Operating Specified Tenant Lease, and the demised premises under the Specified Tenant Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes constitute the entirety of the Bankruptcy Code Land and the Improvements. The initial term of the Specified Tenant Lease does not expire prior to the date that is fifteen (including 15) years following the First Amendment Date, subject to the rights of Specified Tenant under Section 365(d13 of the Specified Tenant Lease. Specified Tenant is required to commence payment of base rental payments under the Specified Tenant Lease on the Commencement Date (as defined in the Specified Tenant Lease), which is the date of mutual execution and delivery of the Specified Tenant Lease by Mortgage Borrower and Specified Tenant (except during the Rent Abatement Period (as defined in the Specified Tenant Lease) and 502(b)(6as expressly set forth in Section 4(D) thereof). (ii) and applicable Legal RequirementsWith respect to each Lease (including, and no Operating Lease constitutes a financing or conveys any interest in without limitation, the Properties other than the leasehold interest therein demised thereby. Specified Tenant Lease), (A) Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currentlysuch Lease, (B) other than with respect to Permitted Encumbrances, no Person has any possessory interest in any Individual the Property or right to occupy the same except under and pursuant to the provisions of the Operating such Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating C) such Lease and Operating Lease Guaranty is in full force and effect effect, the tenants thereunder have accepted possession of and are in occupancy of all of their respective demised premises, are open for business, and are paying (except, with respect to Specified Tenant only, during the Rent Abatement Period (as defined in the Specified Tenant Lease) as expressly set forth in Section 4(D) thereof) full, unabated rent, and no tenant under such Lease has given Borrower or Mortgage Borrower any notice of its intent to terminate such Lease or vacate the leased premises (and, except with respect to the termination of the Master Lease as described in Section 3 of the First Amendment, neither Borrower nor Mortgage Borrower has any knowledge that any such tenant intends to so terminate or vacate), (D) neither Borrower nor Mortgage Borrower has received written notice from any tenant under such Lease claiming that Mortgage Borrower (or any prior landlord) is in default thereunder, and to the knowledge of Borrower and Mortgage Borrower there are no material events of default thereunder defaults under such Lease by any party thereto and there are thereto, (E) no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease Revenue has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waiveddate, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant (F) all work to the be performed by Mortgage and Assignment of Leases Borrower (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.prior

Leases. (a) The Operating Borrower has delivered to the Agent true copies of the Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases amendments thereto relating to Swap Properties, on each Borrowing Base Property required to be delivered as a part of the Swap Closing Date) are true, correct, accurate and complete copies Borrowing Base Qualification Documents. Such Leases constitute as of such documents as in effect on date thereof the date hereof and constitute the entire agreement between the parties thereto with respect sole leases or licenses or other agreements pertaining to the subject matter therein occupancy or use of space at such Borrowing Base Property and there are no written agreements modifying, amending, supplementing or restating such documentsin the Building relating thereto. Except as set forth reflected on Schedule X6.21, the Properties are not subject no Tenant under any Lease (i) is entitled to any space Leases other than the Operating Lease and space Leases providing for occupancy free rent, partial rent, rebate of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirementsrent payments, credit, offset or deduction in rent, including, without limitation, lease support payments, lease buy-outs or abatements or credits, and no Operating (ii) has made any prepayments of rent or other payments due under such Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid for more than one (1) month in advance of its the due date of such payment. Except as set forth in Schedule 6.21, the Leases reflected therein are, as of the date of inclusion of the applicable Borrowing Base Property in the calculation of Borrowing Base Availability, in full force and no Rents effect in accordance with their respective terms, without basic rental payments or charges under other payments to the Operating Lease have been waivedlandlord thereunder being in default beyond any applicable cure period or, released to the best of Borrower’s knowledge, any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions, rebates, or otherwise discharged tenant improvement allowances, contributions or compromised. There landlord construction obligations available to any Tenant thereunder, and, except as reflected in Schedule 6.21, neither the Borrower nor any Guarantor has been no prior salegiven or made, transfer or assignment, hypothecation or pledge any notice of any Operating payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of the Borrower, there is no basis for any such claim or notice of default by any Tenant. Except as reflected in Schedule 6.21, no property, other than the Borrowing Base Property which is the subject of the applicable Lease, Operating Lease Guaranty or of is necessary to comply with the Rents except pursuant to the Mortgage and Assignment of Leases requirements (as including, without limitation, parking requirements) contained in such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofLease.

Leases. Other than as set forth on Exhibit E (a) The Operating Leases (as amended and restated on the date hereof“Lease Schedule”), and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no oral or written Leases or rights of occupancy or subleases or licenses or grants or claims of right, title or interest in any portion of the Premises or any side agreements modifyingrelating thereto as of the effective date hereof. The Rent Roll attached hereto as Exhibit F‑1 (the “Rent Roll”) is true, amendingcorrect and complete in all material respects as of the Effective Date. The Lease Schedule contains, supplementing among other things, a true and complete list of all Leases, including all amendments, escrow agreements and guarantees related thereto, and Seller has made available to Buyer for Buyer’s review in the online data room maintained by Seller or restating such documentsdelivered to Buyer, true and complete and accurate copies of all Leases set forth on the Lease Schedule. Except as set forth on Schedule XExhibit F‑3 hereto, Seller has not received any written notices from any of the Properties are tenants under the Leases asserting that Seller is in default in any material respects under any of the respective Leases (other than defaults which have been cured). Except as set forth on Exhibit F‑3 hereto and on the Delinquency Report (defined on Exhibit H), Seller has not subject delivered any written notices to any space of the tenants under the Leases asserting that any event of default has occurred under any of the respective Leases (other than the Operating Lease defaults which have been cured). To Seller’s knowledge and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest except as set forth in the Properties other than Rent Roll or Exhibit F‑3 hereto, (i) the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is are in full force and effect effect, and (ii) no base rent has been prepaid under any of the Leases more than thirty (30) days in advance. To Seller’s knowledge, except as may be set forth on Exhibit F‑2 hereto, no tenant is entitled to any agreed rent credit, free rent or any claim or offset against the rent payable by it under its Lease. As of the Effective Date, there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time Lease Expenses (as hereinafter defined) now due or which could become due under Existing Leases or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating New Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined hereinafter defined) except for those Lease Expenses set forth on Exhibit F‑2 hereto (which Seller shall credit to Buyer in accordance with Section 14.1.9). The Rent Roll and the Delinquency Report are those used in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion normal course of any Individual Property except pursuant to the Operating Lease and the terms hereofSeller’s business.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, An accurate and complete copies Rent Roll for the Collateral Property has been provided to the Agent. The Leases reflected on such Rent Roll constitute as of such documents the date thereof the sole agreements and understandings relating to leasing or licensing of space at the Collateral 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 effect any respect, except as reflected on the date hereof Rent Roll, and constitute no tenant is entitled to any free rent, partial rent, rebate of rent payments, credit, reduction or alternate rent, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs or reduced or altered rent as a result of the entire agreement between operation of any co-tenancy or similar clause, except as reflected in the parties thereto with respect Rent Roll. There are no occupancies, rights, privileges or licenses in or to the subject matter therein and there are no written agreements modifying, amending, supplementing Collateral Property or restating such documentsportion thereof other than pursuant to the Leases reflected in the Rent Roll previously furnished to the Agent for the Collateral Property. Except as set forth on Schedule Xin such Rent Roll, (a) the Properties Leases reflected therein are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor, to the best of Borrower’s knowledge are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and there are no neither the Borrower nor the Guarantors has given or made, any notice of any payment or other material events of default thereunder by default, or any party thereto and there are no conditions thatclaim, which remains uncured or unsatisfied, with respect to any of the passage of time or the giving of noticeLeases, or both, would constitute such and (b) no tenant under a default thereunder. No Rent under any Operating Lease has been a currently effective right to terminate its Lease as a result of the operation of any co-tenancy or similar clause. The Rent Roll furnished to the Agent accurately and completely sets forth all rents payable by and security, if any, deposited by tenants, no tenant having paid more than one (1) month month’s rent in advance of its due date and no Rents advance. All tenant improvements or charges under work to be done for tenants on the Operating Rent Roll, furnished or paid for by the Borrower or the Guarantors, or credited or allowed to a tenant, for, or in connection with, the Building pursuant to any Lease have been waived, released or otherwise discharged or compromised. There has been no prior salecompleted and paid for or provided for in a manner satisfactory to the Agent. No material leasing, transfer brokerage or assignmentlike commissions, hypothecation fees or pledge of any Operating Lease, Operating Lease Guaranty payments are due from the Borrower or the Guarantors in respect of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofLeases.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease Leases described in Schedule II attached to the Mortgage Loan Agreement and space Leases providing for occupancy of less made a part thereof. No Property has more than one hundred Lease, as of the date hereof (100other than one or more subleases in effect at the Property, to the extent Borrower has notified (or caused Mortgage Borrowers to notify) square feetMortgage Lender of the existence of any such sublease as listed on Schedule II attached to the Mortgage Loan Agreement or to the extent that any such sublease is set forth on Schedule B of the applicable Title Insurance Policy). Each Operating The tenant under each Lease is a “true lease” for all purposes of currently operating its business within the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein Improvements demised thereby. Each Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and Leases appurtenant to the Operating Lease GuarantyProperty or Properties owned by such Mortgage Borrower. Currently, no 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 Operating Lease, any other space Leases. The current Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is are in full force and effect and and, except as may be disclosed in any tenant estoppel certificates delivered to Lender there are no material events of default defaults thereunder by any either party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereundermaterial defaults thereunder (except for defaults which have been summarized on Schedule II attached to the Mortgage Loan Agreement). The copies of the Leases and any related guaranty (including all amendments thereof) delivered to Lender are accurate, true and complete, and there are no oral agreements or additional amendments or other agreements with respect thereto. No Rent under any Operating Lease (other than security deposits, if any, listed on Schedule II attached to the Mortgage Loan Agreement) has been paid more than one (1) month in advance of its due date date. Except as may be disclosed in any tenant estoppel certificates delivered to Lender, all work to be performed by the landlord under each Lease has been performed as required in such Lease and no Rents has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or charges other payments, credits, allowances or abatements required to be given by the landlord under the Operating such Lease have to any tenant has already been waived, released or otherwise discharged or compromisedreceived by such tenant. There has been no prior sale, transfer or assignmentassignment (other than to Mortgage Borrower and Mortgage Lender), hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to received therein which is still in effect (other than assignments, hypothecations or pledges which may have been made by the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.tenants under the

Leases. Borrowers may amend or modify or permit the amendment or modification of any of the Leases or the Lease Guaranties without Agent's prior written consent, unless such amendment or modification does any of the following (each a "Material Lease Modification"): (a) The Operating changes the rent or any other monetary obligations under any Lease; (b) changes the term of any Lease; (c) releases or limits the liability of any guarantor under any Lease or Lease Guaranty; (d) releases any security deposits or letters of credit or any other security or collateral under any Lease; (e) consents to the assignment, delegation or other transfer of rights and obligations under any Lease or Lease Guaranty; or (f) makes any other material change to the terms and conditions of any of the Leases or Lease Guaranties or increases in any material respect the obligations or liabilities of the landlord thereunder. Agent shall not unreasonably withhold its consent to any requested amendment to a Lease, so long as such amendment would not cause an Event of Default under subsections 7.1(l), (as amended and restated on m) or (n) below. Borrowers shall not terminate or permit the date hereoftermination of any of the Leases or the Lease Guaranties without Agent's prior written consent, and together which consent shall not be unreasonably withheld or delayed. If a Lease with any certificates tenant is restructured in a manner that requires the tenant to be replaced by a new tenant or is terminated by the tenant or rejected in bankruptcy, then Borrowers shall identify a proposed new tenant and notifications entered into in connection therewithdeliver to Agent a proposed lease with such new tenant within one hundred twenty (120) days thereafter. So long as the new tenant is reasonably acceptable to Agent and the Operating Lease Guaranty provided to Lender on the Original Closing Date new lease provides for rent payments in each year which are at least eighty percent (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date80%) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) rent payments which were due from the tenant being replaced for such year, then Agent shall not unreasonably withhold or delay its consent to such proposed new tenant and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofnew lease.

Leases. (a) The Operating Borrower has delivered to the Administrative Agent true copies of the Leases (and any amendments thereto relating to each Unencumbered Property required to be delivered as amended and restated on of the date hereof, . An accurate and together complete Rent Roll with respect to all Leases of any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty portion of each Unencumbered Property has been provided to Lender on the Original Closing Date (or, will be provided when required under Section 5.1(e)) to the Administrative Agent (except with respect to those Operating each Unencumbered Property that is leased to a single tenant under a triple-net lease, the lease has been provided to Agent in lieu of a Rent Roll). The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements relating to Swap Propertiesleasing or licensing of space at such Unencumbered Property and in the Building relating thereto. Except as reflected on such Rent Roll or on Schedule 4.20 no tenant under any Lease is entitled to any free rent, on the Swap Closing Date) are truepartial rent, correctrebate of rent payments, accurate and complete copies of such documents as credit, offset or deduction in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifyingrent, amendingincluding, supplementing without limitation, lease support payments, lease buy-outs or restating such documentsabatements or credits. Except as set forth on in Schedule X4.20, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes reflected therein are, as of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirementsdate of such Rent Roll, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and 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, except as reflected in Schedule 4.20, neither the Borrower nor any Guarantor has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of the Borrower, there are is no material events basis for any such claim or notice of default thereunder by any party thereto and there are tenant. Except as reflected in Schedule 4.20, no conditions thatproperty, other than the Unencumbered Property, which is the subject of the applicable Lease, is necessary to comply with the passage of time or the giving of noticerequirements (including, or bothwithout limitation, would constitute parking requirements) contained in such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. (a) The Operating Leases (as amended and restated on LoanTransaction Parties have delivered to the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate Agent true and complete copies of such documents the Leases and any amendments thereto relating to each Eligible Real Estate Asset required to be delivered as in effect on a part of the Eligible Real Estate Qualification Documents as of the date hereof hereof. An accurate and constitute complete Rent Roll in all material respects as of the entire agreement between date of inclusion of each Eligible Real Estate Asset in the parties thereto Unencumbered Asset Pool with respect to all Leases of any portion of the subject matter therein Eligible Real Estate Asset has been provided to the Agent. The Leases previously delivered to the Agent as described in the preceding sentence constitute as of the date thereof the sole agreements relating to leasing or licensing of space at such Eligible Real Estate Asset and there are no written agreements modifyingin the Building relating thereto. No tenant under any Lease is entitled to any free rent, amendingpartial rent, supplementing rebate of rent payments, credit, offset or restating deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such documentsLeases or such Rent Roll. Except as set forth on in Schedule X6.22, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes reflected therein are, as of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and date of inclusion of the applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest Eligible Real Estate Asset in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. CurrentlyUnencumbered Asset Pool, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and 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 except as reflected in Schedule 6.22, no LoanTransaction Party has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of Borrower, there are is no material events basis for any such claim or notice of default thereunder by any party thereto and there are tenant which would result in a Material Adverse Effect. Borrower knows of no conditions that, condition which with the giving of notice or the passage of time or the giving of notice, or both, both would constitute such a default thereunderon the part of (i) any tenant with respect to the material terms under a Lease or (ii) the respective LoanTransaction Party as landlord under the Lease, in either case, that would, in the aggregate with any other defaults under Leases for the applicable Eligible Real Estate Asset, adversely affect more than five percent (5%) of the base rent generated by such Eligible Real Estate Asset. No Rent under any Operating Lease security deposit or advance rental or fee payment has been paid more than one (1) month in advance of its due date and no Rents made by any lessee or charges licensor under the Operating Lease have been waived, released or otherwise discharged or compromisedLeases except as may be specifically designated in the Leases. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or No property other than the Eligible Real Estate Asset which is the subject of the Rents except pursuant applicable Lease is necessary to comply with the Mortgage and Assignment of Leases material requirements (as including, without limitation, parking requirements) contained in such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofLease.

Leases. (a) The Operating Leases (Borrower and the previous owners of the Land have not entered into any Leases, subleases or other arrangements for occupancy of space within the Project that are currently in effect other than as amended and restated set forth on the date hereofrent roll attached hereto as Exhibit H, which Borrower certifies is true and together with any certificates and notifications entered into correct in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (orall material respects. True, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate correct and complete copies of such documents Borrower's form lease and all Leases, as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect amended, have been delivered to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documentsLender. Except as set forth on Schedule Xdisclosed to Lender in writing, the Properties all Leases are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no 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. Except as disclosed to Lender in writing, to the best of Borrower's Knowledge, Borrower is not in default under any Lease. Borrower has disclosed to Lender in writing any monetary default, and any material events non-monetary default of default thereunder which Borrower or the property manager has given notice to such Tenant, by any party thereto Tenant under any Lease and there are no conditions that, with the passage notice of time or the giving of notice, or both, would constitute such a default thereundertermination has been issued under any Lease. No Rent Tenant under any Operating Lease has been has, as of the date hereof, paid rent more than one thirty (130) month days in advance of its due date advance, and no Rents or charges the rents under the Operating Lease such Leases have not been waived, released released, or otherwise discharged or compromised. There has All security deposits required under such Leases have been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage fully funded and Assignment of Leases (as such term is defined are held by Borrower in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofa separate segregated account in compliance with applicable Law.

Leases. Attached hereto as Exhibit "D" is a complete list setting forth all leases in effect relating to the Property and the Real Property (aother than the Bond Lease) The Operating and all modifications and amendments to such leases (such leases, as modified and amended, being herein collectively referred to as the "Leases" or individually as "Lease"). Seller has delivered to Purchaser (or shall deliver, pursuant to Paragraph 4) complete and accurate copies of all of the Leases. Seller is the "landlord" under all of the Leases (and owns unencumbered legal and beneficial title to all of the Leases and the rents and other income thereunder except for that certain Deed to Secure Debt, Assignment of Leases and Rents and Security Agreement from RB 64 PCE, LLC, a Delaware limited liability company to RP FP Lender LLC, a Delaware limited liability company, dated as of December 29, 2008 and recorded January 13, 2009 in Deed Book 21215, Page 162 in the records of the Superior Court of DeKalb County, Georgia; as amended by First Amendment to Deed to Secure Debt, Assignment of Leases and restated on the date hereofRents and Security Agreement among RB 64 PCE, LLC, RB 66 PCE, LLC and RP FP LENDER, LLC, dated as of January 1, 2011 and recorded February 8, 2012 in Deed Book 22869, Page 635, aforesaid records, and together with any certificates and notifications encumbrance thereon under the Bond Documents. The lessees or tenants identified in the Leases are hereinafter collectively referred to as "Tenants" or individually as "Tenant". Seller has not received any written notice of termination or default by Seller as landlord under any of the Leases and, to Seller's knowledge, there are no existing or uncured defaults by any Tenant under the Leases other than those defaults of a de minimis nature. Seller has not entered into in connection therewith) any new leases from and after November 13, 2012, nor received written notice from any Tenant from and after November 13, 2012, of the Operating Lease Guaranty provided to Lender on the Original Closing Date (orexercise of any renewal option or expansion option. No rental, lease, or other commissions with respect to those Operating Leases relating any Lease are payable to Swap PropertiesSeller, to any partner or member of Seller, any party affiliated with or related to Seller or any partner or member of Seller or to any third party whatsoever on account of the Swap Closing Date) are truethen current term of any Lease, correctexcept for commissions due to Xxxxxxx & Xxxxxxxxx of Georgia, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto Inc. with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documentsState Farm Lease. Except as set forth on Schedule X, In the Properties are not subject event that any Tenant Estoppel delivered to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, Purchaser with respect to a right to occupancy only (and not a possessory interestany Lease shall contain any statement of fact, information or other matter which is inconsistent with the matters stated in Seller's representations in this Section 8(a), hotel guests. Each Operating Lease the Tenant Estoppel shall control and Operating Lease Guaranty is in full force and effect and there are Seller shall have no material events liability for any claim based upon a breach of default thereunder by any party thereto and there are no conditions thatrepresentation regarding such statement of fact, with the passage of time information or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined other matter contained in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofTenant Estoppel.

Leases. LESSOR and LESSEE agree that the terms of this Master Lease Agreement shall apply to and be incorporated by reference in one or more Lease Schedules, each of which reference(s) the Master Lease Agreement Number indicated above. The word “LEASE” shall mean any one of the Individual Lease Schedules executed hereunder, each of which shall incorporate the terms and conditions of this Master Lease Agreement (a) The Operating Leases (as amended and restated including the terms specified on the date hereofapplicable Exhibit A hereto, as determined below) and shall be evidenced by the original Lease Schedule and an attached copy of this Master Lease Agreement. The word “LEASES” shall mean all of the individual Lease Schedules executed under and incorporating the terms of this Master Lease Agreement collectively. The work “EQUIPMENT” shall mean (i) for purposes of each LEASE, the EQUIPMENT, which is the subject of such LEASE, as defined and described in the applicable Lease Schedule, and/or (ii) all of the EQUIPMENT subject to all of the LEASES, collectively, in each case as the context may require. Each Lease Schedule will include an EQUIPMENT description, the EQUIPMENT location, the minimum lease term and payment and security deposit information. Each LEASE shall be enforceable upon execution by LESSEE and subsequent counter-signature by LESSOR indicating acceptance. By entering into each Lease Schedule, LESSOR and LESSEE agree that (i) the transaction effected by the Lease Schedule constitutes a lease funding by LESSOR under the LEASE LINE then in effect, (ii) LESSOR’s remaining funding obligations under the applicable LEASE LINE shall be reduced accordingly, and together with any certificates (iii) the initial lease period, the initial rent payment amount, the documentation fees, the security deposit payment and notifications entered into in connection therewith) and release requirements, the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect renewal rent payment amounts applicable to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and LEASE shall be determined pursuant to the provisions applicable LEASE LINE, as outlined on the Exhibit A to this Master Lease Agreement which specifies a “Date of Lease Line Approval” occurring on or before the date of the Operating Lease, any other space Leases listed on Lease Schedule X or permitted hereunder and, with respect to and a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events “Funding Expiration Date” occurring after the date of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or acceptance of the Rents except pursuant to Lease Schedule by LESSOR, and shall be set forth with specificity on the Mortgage and Assignment of Leases applicable Lease Schedule. /// /// Confidential X /s/ (as such term is defined in the Mortgage Loan AgreementREG). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. (a) The Operating Leases (as amended and restated on any amendments thereto provided by the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided Borrower to Lender on the Original Closing Date (or, Agent with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) each Unencumbered Asset Pool Property are true, correct, correct and complete copies as of the date of inclusion of such Unencumbered Asset Pool Property in the Unencumbered Asset Pool. An accurate and complete copies Rent Roll as of such documents as in effect on the date hereof and constitute of inclusion of each Unencumbered Asset Pool Property in the entire agreement between the parties thereto Unencumbered Asset Pool with respect to all Leases of any portion of the subject matter therein Unencumbered Asset Pool Properties has been provided to the Agent. The Leases previously delivered to Agent as described in the preceding sentence constitute as of the date thereof the sole agreements relating to leasing or licensing of space at such Unencumbered Asset Pool Property and there are in the Building relating thereto. As of the date of delivery of such Rent Roll upon inclusion of a Unencumbered Asset Pool Property in the Unencumbered Asset Pool, no written agreements modifyingtenant or licensee under any Lease is entitled to any free rent, amendingpartial rent, supplementing rebate of rent payments, credit, offset or restating deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such documentsRent Roll. Except as set forth on in Schedule X6.22, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes reflected therein are, as of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and date of inclusion of the applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest Unencumbered Asset Pool Property in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. CurrentlyUnencumbered Asset Pool, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect in accordance with their respective terms, (b) without any payment default or to the knowledge of the Borrower and the Guarantors any other material default thereunder, nor to the knowledge of the Borrower and the Guarantors are there are no any defenses, counterclaims, offsets, concessions or rebates available to any tenant or licensee thereunder, and except as reflected in Schedule 6.22, the Borrower has not given or made, any notice of any payment or other material events of default thereunder by default, or any party thereto and there are no conditions thatclaim, which remains uncured or unsatisfied, with respect to any of the passage Leases, and to the knowledge of time the Borrower and the Guarantors there is no basis for any such claim or the giving notice of notice, material default by tenant or both, would constitute such a default thereunderlicensee. No Rent under any Operating Lease has been paid more property other than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or Unencumbered Asset Pool Properties which is the subject of the Rents applicable Lease is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease. The Borrower or a Subsidiary Guarantor is the holder of the lessor’s, landlord’s or licensor’s interest in and to all of the Leases of the Unencumbered Asset Pool Properties owned by it, except pursuant to that both a Subsidiary Guarantor and Borrower hold the Mortgage and Assignment of Leases (as such term is defined lessor’s, landlord’s or licensor’s interests in the Mortgage Loan agreements described in the definition of “Nokia Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof” in §1.1.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X6.21 with respect to the Initial Borrowing Base Properties or as disclosed in writing to Agent prior to the acceptance of any additional Borrowing Base Properties, none of the Borrowing Base Properties are not is subject to any space Lease or other occupancy agreement, other than an Operating Lease to a Subsidiary Guarantor and a Ground Lease, as applicable. The Borrower has delivered to the Agent true copies of the Leases and any amendments thereto relating to each Borrowing Base Property required to be delivered as a part of the Borrowing Base Qualification Documents (other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, boat slip leases with respect to a right the Borrowing Base Properties located at 000 Xxxx Xxxx, Xxxxxxxx, Xxxxxxxx and 000 Xxxxx Xxxxx, Xxx Xxxxx, Xxxxxxx). Such Leases constitute as of such date thereof the sole leases or licenses or other agreements pertaining to the occupancy only or use of space (except for occupants of the Hotel Property in the ordinary course of business) at such Borrowing Base Property and not a possessory interest)in the Building relating thereto. Except as reflected on Schedule 6.21, hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent tenant under any Operating Lease (i) is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments, lease buy-outs or abatements or credits, and (ii) has been paid made any prepayments of rent or other payments due under such Lease for more than one (1) month in advance of its the due date of such payment. Except as set forth in Schedule 6.21 and no Rents or charges except with respect to defaults under the Operating West Virginia Lease have been waivedas set forth in the tenant estoppel certificate delivered on or about the date hereof,6.21, released the Leases reflected therein are, as of the date of inclusion of the applicable Borrowing Base Property as a Borrowing Base Property, in full force and effect in accordance with their respective terms, without basic rental payments or otherwise discharged other payments to the landlord thereunder being in default beyond any applicable cure period or, to the best of Borrower’s knowledge, any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions, rebates, or compromised. There tenant improvement allowances, contributions or landlord construction obligations available to any tenant thereunder, and, except as reflected in Schedule 6.21 and except with respect to defaults under the West Virginia Lease as set forth in the tenant estoppel certificate delivered on or about the date hereof,6.21, neither the Borrower nor any Guarantor has been no prior salegiven or made, transfer or assignment, hypothecation or pledge any notice of any Operating Leasepayment or other material default, Operating Lease Guaranty or any claim, which remains uncured or unsatisfied, with respect to any of the Rents except pursuant Leases, and to the Mortgage best of the knowledge and Assignment belief of Leases (as the Borrower, there is no basis for any such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease claim or sublet all or notice of default by any portion of any Individual Property except pursuant to the Operating Lease and the terms hereoftenant under a Lease.

Leases. Prior to the Approval Date, Sellers shall not terminate or accept the surrender of any existing Leases without the prior consent of Purchaser unless Sellers enter into a new Lease for the space demised under such terminated Lease which new Lease provides for an annual base rent in excess of the annual base rent payable under the terminated Lease. In the event that Sellers terminate or accept the surrender of any Lease without Purchaser's prior written consent pursuant to the foregoing, Sellers shall deliver copies thereof to Purchaser within five (5) business days after execution thereof. Notwithstanding the foregoing, any termination of the Outback Steakhouse Lease and/or the Payless Shoes Lease at Plaza del Sol shall be subject to Section 3.6.5. Prior to the Approval Date, Sellers shall have the right to execute new leases in accordance with Sellers' past practices without the prior consent of Purchaser; provided that (a) The Operating the base or minimum rent payable for the space demised under such new Lease is not less than eighty percent (80%) of the base or minimum rent set forth on Exhibit 5.4 for such space, (b) the tenant thereunder is Credit-Worthy, (c) such Lease will not cause the violation of any exclusive use rights granted under, or prohibited use clause in, any other Lease at the Property or any REA's, (d) the term (including renewal options) thereof shall not exceed ten (10) years in the case of any outparcel space Lease and five (5) years in the case of any other Lease, unless (i) in the case of the proposed Surface Rights Lease with Best Buy Company, Inc., the base rents are not less than the base rents set forth in the draft of such lease delivered to Purchaser prior to the Effective Date, (ii) in the case of any outparcel space Lease, the base rent as of the tenth(10th) anniversary of the rent commencement date (and as of each tenth (10th) anniversary thereafter, if applicable) is at least twenty percent (20%) more than the base rent payable at the beginning of the immediately preceding ten (10) year period or (iii) in the case of any other Lease, the base rent as of the fifth (5th)anniversary of the rent commencement date (and as of each fifth (5th) anniversary thereafter, if applicable) is at least twenty percent (20%) more than the base rent payable at the beginning of the immediately preceding five (5) year period; (e) such new Lease provides that the tenant thereunder will pay its proportionate share of common area maintenance charges, real estate taxes and insurance charges for the Project in which such tenant is leasing space, (f) such new Lease does not require the landlord thereunder to perform any tenant improvements (other than completion of the building in which the leased premises are located) or provide any tenant improvement allowance, (g) to the extent that a Seller is required to obtain the consent of the Lender or Servicer to such new Lease under the Loan Documents, such consent has been obtained, and (h) Sellers shall deliver copies thereof to Purchaser within five (5) business days after execution thereof. Prior to the Approval Date, Sellers also have the right to renew or amend any existing Leases in accordance with Sellers' past practices without the prior consent of Purchaser; provided that (w) any such amendment does not reduce the term of such Lease, (x) the base or minimum rent payable thereunder is not less than the base or minimum rent payable by such tenant prior to such renewal or amendment (unless such tenant has the right to renew its Lease pursuant to the express terms of its Lease), (y) the renewal term thereof shall not exceed ten (10) years in the case of any outparcel space and five (5) years in the case of any other Lease (unless such Lease provides for a longer renewal term as amended and restated on of the date hereof), unless the base rent payable as of the commencement of each renewal term in excess of five (5) or ten (10) years increases by not less than twenty percent (20%) over the base rent payable as of the commencement of the immediately preceding term; and together with any certificates and notifications entered into in connection therewith(z) and the Operating Lease Guaranty provided Sellers shall deliver copies thereof to Lender on the Original Closing Date Purchaser within five (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date5) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documentsbusiness days after execution thereof. Except as set forth on Schedule Xspecifically provided in this Section 5.4, prior to the Properties are Approval Date, Sellers shall not subject execute any new Lease or renew, amend or terminate any existing Leases (unless a Seller is required to any space Leases other than the Operating renew, amend or terminate an existing Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions terms thereof) without the prior written consent of Purchaser, not to be unreasonably withheld or delayed. From and after the Operating LeaseApproval Date, Sellers shall not execute any other space new Lease or renew, amend or terminate any existing Leases listed on Schedule X (unless a Seller is required to renew, amend or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating terminate an existing Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment terms thereof) without the prior written consent of Leases Purchaser, not to be unreasonably withheld or delayed. In the event that Purchaser's consent is required to any of the foregoing, Purchaser will be deemed to have approved any such action if Purchaser fails to respond to any request for consent within five (as 5) business days after receipt of such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofrequest for consent.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X6.21 with respect to the Initial Borrowing Base Properties or as disclosed in writing to Agent prior to the acceptance of any additional Borrowing Base Properties, none of the Borrowing Base Properties are not is subject to any space Lease or other occupancy agreement, other than an Operating Lease to a Subsidiary Guarantor and a Ground Lease, as applicable. The Borrower has delivered to the Agent true copies of the Leases and any amendments thereto relating to each Borrowing Base Property required to be delivered as a part of the Borrowing Base Qualification Documents (other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, boat slip leases with respect to a right the Borrowing Base Properties located at 000 Xxxx Xxxx, Xxxxxxxx, Xxxxxxxx and 000 Xxxxx Xxxxx, Xxx Xxxxx, Xxxxxxx). Such Leases constitute as of such date thereof the sole leases or licenses or other agreements pertaining to the occupancy only or use of space (except for occupants of the Hotel Property in the ordinary course of business) at such Borrowing Base Property and not a possessory interest)in the Building relating thereto. Except as reflected on Schedule 6.21, hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent tenant under any Operating Lease (i) is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments, lease buy-outs or abatements or credits, and (ii) has been paid made any prepayments of rent or other payments due under such Lease for more than one (1) month in advance of its the due date of such payment. Except as set forth in Schedule 6.21 and no Rents or charges except with respect to defaults under the Operating West Virginia Lease have been waivedas set forth in the tenant estoppel certificate delivered on or about the date hereof, released the Leases reflected therein are, as of the date of inclusion of the applicable Borrowing Base Property in the calculation of Borrowing Base Availability, in full force and effect in accordance with their respective terms, without basic rental payments or otherwise discharged other payments to the landlord thereunder being in default beyond any applicable cure period or, to the best of Borrower’s knowledge, any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions, rebates, or compromised. There tenant improvement allowances, contributions or landlord construction obligations available to any tenant thereunder, and, except as reflected in Schedule 6.21 and except with respect to defaults under the West Virginia Lease as set forth in the tenant estoppel certificate delivered on or about the date hereof, neither the Borrower nor any Guarantor has been no prior salegiven or made, transfer or assignment, hypothecation or pledge any notice of any Operating Leasepayment or other material default, Operating Lease Guaranty or any claim, which remains uncured or unsatisfied, with respect to any of the Rents except pursuant Leases, and to the Mortgage best of the knowledge and Assignment belief of Leases (as the Borrower, there is no basis for any such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease claim or sublet all or notice of default by any portion of any Individual Property except pursuant to the Operating Lease and the terms hereoftenant under a Lease.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement)Rents. No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided Borrower has delivered to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are Agent true, correct, accurate correct and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto all Leases. There are no Leases with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documentsPremises other than the Leases delivered to Agent. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating 4.36: (a) each Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect effect; (b) all Rents due and payable under the Leases have been paid and no portion of any Rent has been paid for any period more than thirty (30) days in advance; (c) there are is no claim or basis for a claim by the Lessee thereunder for an adjustment to rent; (d) no Lessee has made any claim in writing against Borrower, Operating Lessee or Property Manager which remains outstanding that Borrower, Operating Lessee or Property Manager is in default under its applicable Lease; (e) no material events of default thereunder has occurred by Borrower, Operating Lessee or, to Borrower’s or Operating Lessee’s knowledge, any party thereto Lessee under any Lease, and there are no conditions thatevent which, with the giving of notice or passage of time or the giving of noticetime, or both, would constitute such a material default thereunder. No Rent by Operating Lessee or, to Borrower’s or Operating Lessee’s knowledge, any Lessee, has occurred; (f) 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 Operating Lessee is in compliance with all Legal Requirements with respect to all Security Deposits; (i) no use restriction contained in any Lease, Permitted Encumbrance or Premises Document is violated by any use permitted under any other Lease, any Permitted Encumbrance or any Premises Document; (j) no Lease contains any option to purchase or right of first refusal to purchase the Premises or any part thereof; (k) to Borrower’s or Operating Lease Lessee’s knowledge, the Lessees named in the Leases are in occupancy of the premises leased under their Leases; and (l) to Borrower’s or Operating Lessee’s knowledge, no Lessee has been paid more than one (1i) month consented to the appointment of a conservator, receiver, trustee, custodian or liquidator in advance any insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to it or of or relating to all, or substantially all, of its due date and no Rents property, or charges under for the Operating Lease have been waivedwinding-up or liquidation of its affairs, released (ii) admitted in writing its inability to pay its debts generally as they become due, (iii) filed a petition, or otherwise discharged instituted, or compromised. There has been no prior saleconsented to the institution against it of, transfer or assignment, hypothecation or pledge proceedings to take advantage of any Operating Leaselaw relating to bankruptcy, Operating Lease Guaranty insolvency or reorganization or the relief of debtors, (iv) made an assignment for the Rents except pursuant to the Mortgage and Assignment benefit of Leases its creditors or (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion v) suspended payment of any Individual Property except pursuant to the Operating Lease and the terms hereofits obligations.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and Seller has delivered or made available complete copies of such documents as in effect all Leases and guarantees of the obligations of Tenants thereunder, if any, and all of the same are set forth on the schedule of leases hereto as Exhibit 6.1(i)A (the “Schedule of Leases”); provided, however, that the San Francisco Seller and the Oakland Seller shall provide an updated and confirmed Schedule of Leases as of the date hereof and constitute the entire agreement between the parties thereto of this Agreement with respect to the subject matter therein San Francisco Property and there are no written agreements modifyingthe Oakland Property, amendingrespectively, supplementing or restating such documents. Except as set forth on Schedule X, within three (3) Business Days after the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy date of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirementsthis Agreement, and no Operating Lease constitutes a financing or conveys any interest the Schedule of Leases as used in the Properties other than remainder of this Section 6.1(i) means the leasehold interest therein demised thereby. Mortgage Borrower is the owner Schedule of Leases as so updated and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, confirmed with respect to a right to occupancy only (the San Francisco Property and not a possessory interest), hotel gueststhe Oakland Property. Each Operating Lease The Schedule of Leases sets forth an accurate and Operating Lease Guaranty is in full force and effect and there complete schedule of all of the Tenant Deposits. There are no material events leases of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined space in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease Real Property or sublet other agreements to occupy or use all or any portion of the Real Property, which will be in force after the Closing and under which Seller is a party other than as set forth on the Schedule of Leases; provided, however, that the personnel providing any Individual Property except so-called “remote hands” services for a transition period following the Closing pursuant to the Operating Lease Remote Hands Agreements may require space at the Properties to perform such services pursuant to arrangements agreed to between the Purchaser and the terms hereof.affiliate of the Sellers’ property manager that is party to the Remote Hands Agreements. Except as disclosed in the Schedule of Leases and except in connection with the Outage Events: (i) the Seller has received no written notice from any Tenant claiming that the Seller is currently in default in any material obligation as landlord under any Lease; (ii) no Tenant is in default in any material monetary obligation or, to the Seller’s knowledge, any material non-monetary obligation, under its Lease; and (iii) no rent has been paid by any Tenant more than one month in advance and no Tenant Deposits have been applied to perform Tenant obligations. Exhibit 6.1(i)B lists each Lease that requires notice to or the consent of the applicable Tenant in connection with a transfer of the Property, and the applicable Seller shall provide such notice or obtain such consent except to the extent otherwise provided in such Exhibit 6.1(i)B.

Leases. (a) The Operating Leases (An accurate and complete Rent Roll for the Mortgaged Property as amended and restated on of the date hereof, hereof has been certified on behalf of the Borrower and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect Agent. The Borrower has delivered to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are Agent true, correct, accurate correct and complete copies of the Leases and any amendments or supplements thereto relating to the Mortgaged Property. The Leases reflected on such documents Rent Roll constitute as in effect on of the date hereof thereof the sole agreements and constitute understandings relating to leasing or licensing of space at such Mortgaged Property and in the entire agreement between Building. There are no tenants in possession or Persons having rights to occupy the parties thereto with respect Mortgaged Property or portion thereof as a tenant other than pursuant to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating Leases reflected in such documentsRent Roll. Except as set forth on in Schedule X6.27 attached hereto, the Properties Leases reflected therein are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no in accordance with their respective terms, without any payment default or any other material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder, nor are there any defenses, counterclaims, offsets, free rent, partial rent, credit or deduction in rent, lease support payments, lease buy-outs, concessions or rebates available to any tenant thereunder (other than such free rent, lease support payments or other concessions available to such tenants as expressly provided in the applicable Lease). No Except as set forth in Schedule 6.27 attached hereto, neither the Property Owner nor any Person acting on its behalf has given or made any notice of any non-payment or other material default or any claim which remains uncured or unsatisfied with respect to any of the Leases. The Rent under any Operating Lease has been Roll furnished to the Agent accurately and completely sets forth all rents payable by tenants, no tenant having paid more than one (1) month month's base rent in advance (excluding security deposits). Schedule 6.27 attached hereto accurately and completely sets forth all security, if any, deposited by tenants. Neither the Property Owner nor anyone acting on its behalf has received any notice from any tenant claiming the existence of its due any default by the landlord under any of the Leases or any defense, counterclaim or right of offset or other credit, and to the best of the Borrower's knowledge there is no basis for any such claim or notice of default by any tenant. The Borrower has reviewed the estoppel certificates delivered by the tenants or subtenants of the Mortgaged Property to the Agent on or prior to the date hereof and, except as set forth on Schedule 6.27 attached hereto, such estoppel certificates are true and no Rents correct in all material respects. Except as set forth in Schedule 6.27 attached hereto, all tenant improvements or charges under work to be done, furnished or paid for by the Operating Property Owner, or credited or allowed to a tenant, for, or in connection with, the Building as of the date hereof pursuant to any Lease have been waived, released or otherwise discharged or compromised. There has been completed and paid for. Except as set forth in Schedule 6.27 attached hereto, no prior salematerial leasing, transfer brokerage or assignmentlike commissions, hypothecation fees or pledge of any Operating Lease, Operating Lease Guaranty or payments are due from the Property Owner in respect of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofLeases.

Leases. Borrower shall cause Mortgage Borrower to not enter into a proposed Lease or a proposed renewal, extension or modification of an existing Lease without the prior written consent of Lender, which consent shall not, so long as no Event of Default is continuing, be unreasonably withheld or delayed. Prior to seeking Lender’s consent to any Lease, Borrower shall cause Mortgage Borrower to deliver to Lender a copy of such proposed Lease (aa “Proposed Lease”) The Operating Leases blacklined to show changes from the standard form of Lease approved by Lender and then being used by Borrower. Lender shall approve or disapprove each Proposed Lease or proposed renewal, extension or modification of an existing Lease for which Lender’s approval is required under this Agreement within ten (as amended 10) Business Days of the submission by Borrower to Lender of a written request for such approval, accompanied by a final copy of the Proposed Lease or proposed renewal, extension or modification of an existing Lease. If requested by Borrower, Lender will grant conditional approvals of a Proposed Lease or a proposed renewal, extension or modification of an existing Lease at any stage of the leasing process, from initial “term sheet” through negotiated lease drafts, provided that Lender shall retain the right to disapprove any such Proposed Lease or proposed renewal, extension or modification of an existing Lease if subsequent to any preliminary approval material changes are made to the terms previously approved by Lender, or additional material terms are added that had not previously been considered and restated on approved by Lender in connection with such Proposed Lease or proposed renewal, extension or modification of an existing Lease. Provided that no Event of Default is continuing, if Borrower provides Lender with a written request for approval (which written request shall specifically refer to this Section 5.9.2 and Lender fails to reject the date hereofrequest in writing delivered to Borrower within ten (10) Business Days after receipt by Lender of the request, Borrower shall provide Lender with a second written request for approval (which written request shall specifically refer to this Section 5.9.2 and shall explicitly state that failure by Lender to approve or disapprove within five (5) Business Days will constitute a deemed approval) and Lender fails to reject the request in writing delivered to Borrower within five (5) Business Days after receipt by Lender of the second such request, the Proposed Lease or proposed renewal, extension or modification of an existing Lease shall be deemed approved by Lender, and together with any certificates and notifications entered Borrower shall be entitled to enter into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Proposed Lease or sublet all proposed renewal, extension or any portion modification of any Individual Property except pursuant to the Operating Lease and the terms hereofan existing Lease.

Leases. (a) The Operating Leases (An accurate and complete Rent Roll and summary thereof in a form reasonably satisfactory to the Agent as amended and restated on of the date hereof, and together with any certificates and notifications entered into in connection therewithof inclusion of each Mortgaged Property or Mezzanine Property (or such other recent date as may be acceptable to the Agent) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating all Leases of any portion of the Mortgaged Property and the Mezzanine 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 Swap Propertiesleasing or licensing of space at such Mortgaged Property or Mezzanine Property and in the Building relating thereto. There are no occupancies, on the Swap Closing Date) are truerights, correct, accurate and complete copies of such documents as privileges or licenses in effect on the date hereof and constitute the entire agreement between the parties thereto with respect or to any Mortgaged Property or Mezzanine Property or portion thereof other than pursuant to the subject matter therein and there are no written agreements modifying, amending, supplementing Leases reflected in Rent Rolls previously furnished to the Agent for such Mortgaged Property or restating such documentsMezzanine Property. Except as set forth on Schedule Xin each Rent Roll, the Properties Leases reflected therein are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and 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 there are no none of the Borrower, the Member, the Property Owner, the Manager or the Guarantor has given or made any notice of any payment or other material events of default thereunder by default, or any party thereto and there are no conditions thatclaim, which remains uncured or unsatisfied, with respect to any of the passage of time or Leases. The Rent Rolls furnished to the giving of noticeBanks accurately and completely set forth all rents payable by and security, or bothif any, would constitute such a default thereunder. No Rent under any Operating Lease has been deposited by tenants, no tenant having paid more than one (1) month month's rent in advance advance. The Borrower has reviewed the estoppel certificates delivered by the tenants of its due the Mortgaged Property and the Mezzanine Property to the Agent and such estoppel certificates as of the date thereof are true and no Rents correct in all material respects. Except as otherwise set forth in Schedule A-5 to the Contribution Agreement, all tenant improvements or charges under work to be done, furnished or paid for by the Operating Borrower, the Member, the Property Owner, the Manager or the Guarantor or credited or allowed to a tenant, for, or in connection with, the Building pursuant to any Lease have been waived, released or otherwise discharged or compromised. There has been no prior salecompleted and paid for or provided for in a manner satisfactory to the Agent. No material leasing, transfer brokerage or assignmentlike commissions, hypothecation fees or pledge of any Operating Leasepayments are due from the Borrower, Operating Lease Guaranty the Member, the Property Owner, the Manager or the Guarantor in respect of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofLeases.

Leases. (a) The Operating Leases (An accurate and complete Rent Roll and Lease Summary as amended and restated on of the date hereof, and together with any certificates and notifications entered into of inclusion of each Mortgaged Property in connection therewiththe Collateral (or such other recent date as may be required by the Agent) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating 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 relating to Swap Propertiesleasing or licensing of space at such Mortgaged Property and in the Building relating thereto. None of the Leases has been modified, changed, altered, assigned, supplemented or amended in any respect, except as reflected on the Swap Closing Date) Rent Roll, and no tenant is entitled to any 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. There are trueno occupancies, correctrights, accurate and complete copies of such documents as privileges or licenses in effect on the date hereof and constitute the entire agreement between the parties thereto with respect or to any Mortgaged Property or portion thereof other than pursuant to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating Leases reflected in Rent Rolls previously furnished to the Agent for such documentsMortgaged Property. Except as set forth on Schedule Xin each Rent Roll, the Properties Leases reflected therein are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and 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 Borrower, REA nor any Guarantor has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of the Borrower and REA, there are is no material events basis for any such claim or notice of default thereunder by any party thereto and there are no conditions that, tenant. No property other than the Mortgaged Property which is the subject of the applicable Lease is necessary to comply with the passage of time or requirements (including, without limitation, parking requirements) contained in such Lease. The Rent Rolls furnished to the giving of noticeAgent accurately and completely set forth all rents payable by and security, or bothif any, would constitute such a default thereunder. No Rent under any Operating Lease has been deposited by tenants, no tenant having paid more than one (1month's rent in advance. Except as described in Schedule 6.24(l) month attached hereto, all tenant improvements or work to be done, furnished or paid for by the Borrower, REA or any Guarantor, or credited or allowed to a tenant, for, or in advance of its due date and no Rents or charges under connection with, the Operating Building pursuant to any Lease have been waived, released or otherwise discharged or compromised. There has been completed and paid for or provided for in a manner satisfactory to the Agent, and, except as set forth on Schedule 6.24(l), no prior salematerial leasing, transfer brokerage or assignmentlike commissions, hypothecation fees or pledge of any Operating Lease, Operating Lease Guaranty or payments are due from the Borrower in respect of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofLeases.

Leases. Borrower has delivered (ai) The Operating a true, correct and complete schedule (the “ Rent Roll ”) of all Leases (affecting the Property as amended and restated on of the date hereof, which accurately and together with 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 certificates other material provisions of such Lease and notifications entered into in connection therewith(ii) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate correct and complete copies of such documents as all Leases described in effect on the date hereof Rent Roll. Each Lease constitutes the legal, valid and constitute the entire agreement between the parties thereto with respect binding obligation of Borrower and, to the subject matter therein best of Borrower’s knowledge and there are no written agreements modifyingbelief, amendingis enforceable against the Tenant thereof. No default exists, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage passing of time or the giving of noticenotice or both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or both, would constitute such a default thereunderthe Property. No Rent Tenant under any Operating Lease has been has, as of the date hereof, paid rent more than one thirty (130) month days in advance of its due date advance, and no Rents or charges the rents under the Operating Lease such Leases have not been waived, released released, or otherwise discharged or compromised. There All security deposits required under such Leases have been fully funded and are held by Borrower in a separate segregated account or as otherwise required by applicable law. All work to be performed by Borrower under the Leases has been no prior salesubstantially performed, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating 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 Guaranty or has entered into occupancy of the Rents except pursuant demised premises. To the best of Borrower’s knowledge and belief, each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors. No Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the Mortgage and Assignment lien of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofthis Mortgage.

Leases. (a) The Operating Leases (rent roll attached hereto as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are Schedule XI is true, correct, accurate complete and complete copies of such documents as correct in effect on the date hereof all material respects and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not Individual Property is subject to any space Leases other than the Leases described on Schedule XI. Either Borrower or Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower Lessee is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease GuarantyLeases. Currently, no 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 Operating Lease, any Leases (other space than typical short-term occupancy rights of hotel guests). The Leases listed identified on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is XI are in full force and effect and there are no material events of default defaults thereunder by Borrower, Operating Lessee or, to Borrower’s and Operating Lessee’s knowledge, the other party beyond any party thereto applicable notice or cure period (except as disclosed on Schedule XI), and, to Borrower’s and Operating Lessee’s knowledge, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default 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 under any Operating Lease relating to the Leases (including security deposits) has been paid more than one (1) month in advance of its due date date. All work to be performed by Borrower or Operating Lessee under each Lease has been performed as required and no Rents has been accepted by the applicable tenant. Any payments, free rent, partial rent, rebate of rent or charges other payments, credits, allowances or abatements required to be given by Borrower or Operating Lessee 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 Individual Property and have commenced the payment of full, unabated rent under the Leases. Borrower or Operating Lessee has delivered to Lender a true, correct and 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 or Operating Lessee in accordance with the terms of the applicable Lease have been waivedand applicable Legal Requirements. To Borrower’s and Operating Lessee’s knowledge, released each tenant is free from bankruptcy or otherwise discharged reorganization proceedings. No tenant under any Lease (or compromisedany sublease) is an Affiliate of Borrower or Operating Lessee. To Borrower’s and Operating Lessee’s knowledge, 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 any Individual Property, except as set forth on Schedule XI. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant relating thereto or other Gross Revenue received therein which will be outstanding following the funding of the Loan (other than to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan AgreementLender). No Operating Company tenant listed on Schedule XI has assigned the Operating 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 and Operating Lessee’s knowledge, does anyone except such tenant and its employees, guests and invitees occupy such leased premises. No tenant under any Individual Property except Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the Operating leased premises or the building of which the leased premises are a part. No tenant under any Lease and has any right or option for additional space in the terms hereofImprovements, except as disclosed on Schedule XI.

Leases. (a) The Operating Leases (An accurate and complete Rent Roll and Lease Summary as amended and restated on of the date hereof, and together with any certificates and notifications entered into of inclusion of each Mortgaged Property in connection therewiththe Collateral (or such other recent date as may be required by the Agent) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating 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 relating to Swap Propertiesleasing or licensing of space at such Mortgaged Property and in the Building relating thereto. None of the Leases has been modified, changed, altered, assigned, supplemented or amended in any respect, except as reflected on the Swap Closing Date) Rent Roll, and no tenant is entitled to any 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. There are trueno occupancies, correctrights, accurate and complete copies of such documents as privileges or licenses in effect on the date hereof and constitute the entire agreement between the parties thereto with respect or to any Mortgaged Property or portion thereof other than pursuant to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating Leases reflected in Rent Rolls previously furnished to the Agent for such documentsMortgaged Property. Except as set forth on Schedule Xin each Rent Roll, the Properties Leases reflected therein are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and 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 Borrower, REA nor any Guarantor has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of the Borrower and REA, there are is no material events basis for any such claim or notice of default thereunder by any party thereto and there are no conditions that, tenant. No property other than the Mortgaged Property which is the subject of the applicable Lease is necessary to comply with the passage of time or requirements (including, without limitation, parking requirements) contained in such Lease. The Rent Rolls furnished to the giving of noticeAgent accurately and completely set forth all rents payable by and security, or bothif any, would constitute such a default thereunder. No Rent under any Operating Lease has been deposited by tenants, no tenant having paid more than one (1month's rent in advance. Except as described in SCHEDULE 6.24(l) month attached hereto, all tenant improvements or work to be done, furnished or paid for by the Borrower, REA or any Guarantor, or credited or allowed to a tenant, for, or in advance of its due date and no Rents or charges under connection with, the Operating Building pursuant to any Lease have been waived, released or otherwise discharged or compromised. There has been completed and paid for or provided for in a manner satisfactory to the Agent, and, except as set forth on Schedule 6.24(l), no prior salematerial leasing, transfer brokerage or assignmentlike commissions, hypothecation fees or pledge of any Operating Lease, Operating Lease Guaranty or payments are due from the Borrower in respect of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofLeases.

Leases. (a) The Operating Borrower has delivered to the Agent true copies of the Leases (and any amendments thereto relating to each Unencumbered Pool Property required to be delivered as amended and restated on a part of the Eligible Real Estate Qualification Documents as of the date hereof. If required by Agent, an accurate and together with any certificates and notifications entered into complete Rent Roll as of the date of inclusion of each Unencumbered Pool Property in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, Unencumbered Pool with respect to those Operating all Leases of any portion of the Unencumbered Pool Property has been provided to the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements relating to Swap Propertiesleasing or licensing of space at such Unencumbered Pool Property and in the Building relating thereto. Except as reflected on such Rent Roll or on Schedule 6.22 no tenant under any Lease is entitled to any free rent, on the Swap Closing Date) are truepartial rent, correctrebate of rent payments, accurate and complete copies of such documents as credit, offset or deduction in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifyingrent, amendingincluding, supplementing without limitation, lease support payments, lease buy-outs or restating such documentsabatements or credits. Except as set forth on in Schedule X6.22, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes reflected therein are, as of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and date of inclusion of the applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest Unencumbered Pool Property in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. CurrentlyUnencumbered Pool, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and 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, except as reflected in Schedule 6.22, neither the Borrower nor any Guarantor has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of the Borrower, there are is no material events basis for any such claim or notice of default thereunder by any party thereto and there are tenant. Except as reflected in Schedule 6.22, no conditions thatproperty, other than the Unencumbered Pool Property which is the subject of the applicable Lease, is necessary to comply with the passage of time or the giving of noticerequirements (including, or bothwithout limitation, would constitute parking requirements) contained in such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month -117- in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement)Leases. No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. (a) The Operating Leases Section 5.22(a) of the Seller Disclosure Schedules sets forth Seller’s good faith determination of: (as amended i) each leasehold interest of Seller, any Purchased Company or each of their respective Affiliates in all real property used in connection with the Business, including any such leasehold interest that is used jointly by the Business and restated on the date hereof, and any JCI Retained Business (together with any certificates all extensions and notifications entered into modifications thereto, the “Business Leases”); (ii) which Business Leases govern real property that is “substantially GWS only” and will therefore be included in connection therewiththe Purchased Assets (each, a “Transferred Lease”); and (iii) which Business Leases govern real property that is not “substantially GWS only” and will therefore be included in the Operating Lease Guaranty provided to Lender on Excluded Assets (each, a “Retained Lease”). During the Original Closing Date one hundred and twenty (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date120) are true, correct, accurate and complete copies of such documents as in effect on days following the date hereof (the “Lease Determination Period”), Seller shall provide Purchaser with documentation and constitute other information reasonably requested by Purchaser regarding each Business Lease, and Seller and Purchaser shall cooperate in good faith to determine whether any Business Leases designated by Seller as a Transferred Lease should be redesignated as a Retained Lease or any Business Leases designated by Seller as a Retained Lease should be redesignated as a Transferred Lease (and update Section 5.22(a) of the entire agreement between Seller Disclosure Schedules accordingly) based on the parties thereto principle that all Business Leases governing real property where substantially all of the usable space is occupied by Business Employees will be designated Transferred Leases. Purchaser may only not accept a characterization of a Business Lease as a Transferred Lease in good faith for the following reasons: (I) there exists on the real property governed by such Business Lease a previously undisclosed issue relating to Environmental Laws; (II) the rent for such Business Lease is not economic and is not consistent with respect the Business Financial Statements; (III) substantially all of the usable space was not continuously occupied by Business Employees during the twelve (12)-month period prior to Closing; or (IV) any other reason that is similarly adverse to Purchaser and its Affiliates as clauses (I), (II) or (III). Purchaser may not otherwise fail to accept a characterization of a Business Lease as a Transferred Lease, including, for example, by reason of Purchaser owning or leasing a facility nearby that could accommodate the subject matter therein and there are no written agreements modifyingBusiness Employees occupying such Business Lease or, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than clause (II) above, because the Operating Business Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing contains unfavorable or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property uneconomic terms or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofconditions.

Leases. (a) The Operating Leases (An accurate and complete Rent Roll as amended and restated on of the date hereof, and together with any certificates and notifications entered into of inclusion of each Unencumbered Asset Pool Property in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, Unencumbered Asset Pool with respect to those Operating all Leases relating of any portion of the Unencumbered Asset Pool Properties has been provided to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies Agent. As of the date of delivery of such documents Rent Roll upon inclusion of a Unencumbered Asset Pool Property in the Unencumbered Asset Pool, no tenant or licensee under any Lease is entitled to any 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 effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documentsRent Roll. Except as set forth on in Schedule X6.22, as of the date of inclusion of the applicable Unencumbered Asset Pool Property in the Unencumbered Asset Pool, the Properties are not subject to Leases of any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes portion of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is Unencumbered Asset Pool are in full force and effect in accordance with their respective terms, without any payment default or to the knowledge of the Borrower and the Guarantors any other material default thereunder, nor to the knowledge of the Borrower and the Guarantors are there are no any defenses, counterclaims, offsets, concessions or rebates available to any tenant or licensee thereunder, and except as reflected in Schedule 6.22, the Borrower has not given or made, any notice of any payment or other material events of default thereunder by default, or any party thereto and there are no conditions thatclaim, which remains uncured or unsatisfied, with respect to any of the passage Leases, and to the knowledge of time the Borrower and the Guarantors there is no basis for any such claim or the giving notice of notice, material default by tenant or both, would constitute such a default thereunderlicensee. No Rent under any Operating Lease has been paid more property other than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or Unencumbered Asset Pool Property which is the subject of the Rents applicable Lease is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease. The Borrower or a Subsidiary Guarantor is the holder of the lessor’s, landlord’s or licensor’s interest in and to all of the Leases of the Unencumbered Asset Pool Properties owned by it, except pursuant to that both a Subsidiary Guarantor and Borrower hold the Mortgage and Assignment of Leases (as such term is defined lessor’s, landlord’s or licensor’s interests in the Mortgage Loan agreements described in the definition of “Nokia Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof” in §1.1.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are Property is not subject to any space Leases other than the Operating Riot Games Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of described on the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage rent roll attached as Schedule I. Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease GuarantyRiot Games Lease. Currently, no No Person has any possessory interest in any Individual the Property or right to occupy the same except under and pursuant to the provisions of the Operating Riot Games Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating The Riot Games Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default defaults thereunder by any party thereto and Borrower, or to Borrower’s knowledge, Riot Games and, to Borrower’s knowledge, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default defaults thereunder. The copy of the Riot Games Lease and any related guaranty (including all amendments thereto) delivered to Lender are accurate, true and complete, and there are no oral agreements with respect thereto. No Rent under any Operating Lease (other than security deposits, if any, listed on Schedule I) has been paid more than one (1) month in advance of its due date. Except as may be expressly identified in the rent roll delivered to Lender prior to the date and no Rents hereof, or charges any tenant estoppel certificate received by Lender prior to the date hereof, all work to be performed by the landlord under the Operating Riot Games Lease have has been waivedperformed as required in such Lease and has been accepted by Riot Games, released and, except as forth on Schedule VI attached hereto, any payments, free rent, partial rent, rebate of rent or otherwise discharged other payments, credits, allowances or compromisedabatements required to be given by the landlord under the Riot Games Lease has already been received by Riot Games. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating the Riot Games Lease Guaranty or of the Rents except pursuant received therein which is still in effect. Except as listed on Schedule I, to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company Borrower’s knowledge, Riot Games has not assigned the Operating its Lease or sublet all or any portion of the premises demised thereby and nobody except Riot Games and its employees occupy such leased premises. Except as may be expressly identified in the rent roll delivered to Lender prior to the date hereof, or any Individual Property except tenant estoppel certificate received by Lender prior to the date hereof, Riot Games does not have any right or option pursuant to the Operating Riot Games Lease and or otherwise to purchase all or any part of the terms hereofProperty of which the leased premises are a part. Riot Games does not have any right or option for additional space in the Improvements.

Leases. (a) The Operating Leases (Attached as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided Exhibit L to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are this Agreement is a true, correct, accurate and complete list of all currently existing Leases at the Property to which any Seller is a party, and the rent rolls attached hereto as Exhibit M are true, correct and complete and constitute all of the rent rolls with respect to the Property. Full, true and complete copies of such documents all Leases and all amendments and guaranties relating thereto have heretofore been delivered to Buyer (or made available to Buyer as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes part of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal RequirementsDocuments). To Seller’s actual knowledge, and no Operating each Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are effect, except as shown on Exhibit O, to Seller’s actual knowledge, no material events of default thereunder by any party thereto and there are no conditions that, with rent or other amounts payable under the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid Leases is more than one (1) month in advance arrears or has been paid more than one month in advance. Exhibit M sets forth a true and correct listing of its due date and no Rents all security deposits (indicating cash or charges letter of credit) or prepaid rentals made or paid by the tenants under the Operating Leases. Except as shown in Exhibit O, Seller has not delivered any written notices of tenant default to any tenants under Leases which remain uncured, nor has Seller received any written notices of a landlord default from any tenants under Leases which remain uncured. None of Seller's interest in any Lease have been waived, released or otherwise discharged or compromised. There of Seller's right to receive the rentals payable by the tenant thereunder has been assigned, conveyed, pledged or in any manner encumbered by Seller, except in connection with any existing financing encumbering the Property, which is to be repaid by Seller and released as of the Closing. Except as described on Exhibit O, no prior sale, transfer or assignment, hypothecation or pledge tenant has given written notice to Seller of any Operating Leasedefault or offsets, Operating Lease Guaranty claims or defenses available to it. The only Tenant Inducement Costs in the nature of tenant improvement costs for space currently being leased under any Leases in effect as of the Rents except pursuant date hereof (whether in the form of direct payments therefor required of Seller or in the form of tenant improvement allowances payable by Seller) or for leasing commissions for leased premises currently being leased under any such Leases, in any such case which may hereafter be payable under or with respect to the Mortgage and Assignment of Leases (as and excluding, in any event any such term is defined Tenant Inducement Costs which may arise in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease connection with expansions or sublet all lease renewals/extensions hereafter occurring under or with respect to any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofsuch Leases) are identified in Exhibit L hereto.

Leases. (a) The Operating Rent Roll lists all of the Leases (affecting the Property and is otherwise be accurate and complete as amended and restated on the date hereofof its date. Seller has or will, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided deliver to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are Purchaser true, correct, accurate and complete copies of such documents as all of the Leases and there are no leases, subleases, licenses, occupancies or tenancies in effect pertaining to any portion of the Property, and no persons, tenants or entities occupy space in the Property, except as stated on the date hereof most current Rent Roll. There are no rights to renew, extend or terminate the Leases or expand any Lease premises, or options to purchase, except as shown in the Rent Roll and constitute the entire agreement between the parties thereto Leases. Except as disclosed on Schedule 11.1.11 hereto, no brokerage commission or similar fee is EXECUTION VERSION due or unpaid by Seller with respect to the subject matter therein any Lease, and there are no written or oral agreements modifyingthat will obligate Purchaser, amendingas Seller’s assignee, supplementing to pay any such commission or restating such documentsfee under any Lease or extension, expansion or renewal thereof. Except To Seller’s actual knowledge, except as set forth disclosed on Schedule X11.1.11 hereto, the Properties Leases and any guaranties thereof are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect effect, neither Seller nor any tenant is in default under its Lease, and there the Leases and guaranties are subject to no material events defenses, setoffs or counterclaims for the benefit of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default tenants thereunder. No Seller is in compliance with all of the landlord’s material obligations under the Leases, and except as disclosed on Schedule 11.1.11 hereto, Seller has no obligation to any tenant under the Leases to further improve such tenant’s premises or to grant or allow any rent or other concessions. Except as disclosed on Schedule 11.1.11 hereto or on the Rent under any Operating Lease has Roll, no rent or other payments have been paid collected in advance for more than one (1) month in advance of its due date and no Rents rents or charges under other deposits are held by Seller, except the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of security deposits described on the Rents except pursuant to Rent Roll and rent for the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofcurrent month.

Leases. (a) The Operating Leases (as amended and restated on Loan Parties have delivered to the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate Agent true and complete copies of such documents the Leases and any amendments thereto relating to each Eligible Real Estate Asset required to be delivered as in effect on a part of the Eligible Real Estate Qualification Documents as of the date hereof hereof. An accurate and constitute complete Rent Roll in all material respects as of the entire agreement between date of inclusion of each Eligible Real Estate Asset in the parties thereto Unencumbered Asset Pool with respect to all Leases of any portion of the subject matter therein Eligible Real Estate Asset has been provided to the Agent. The Leases previously delivered to the Agent as described in the preceding sentence constitute as of the date thereof the sole agreements relating to leasing or licensing of space at such Eligible Real Estate Asset and there are no written agreements modifyingin the Building relating thereto. No tenant under any Lease is entitled to any free rent, amendingpartial rent, supplementing rebate of rent payments, credit, offset or restating deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in such documentsLeases or such Rent Roll. Except as set forth on in Schedule X6.22, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes reflected therein are, as of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and date of inclusion of the applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest Eligible Real Estate Asset in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. CurrentlyUnencumbered Asset Pool, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and 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 except as reflected in Schedule 6.22, no Loan Party has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of Borrower, there are is no material events basis for any such claim or notice of default thereunder by any party thereto and there are tenant which would result in a Material Adverse Effect. Borrower knows of no conditions that, condition which with the giving of notice or the passage of time or the giving of notice, or both, both would constitute such a default thereunderon the part of (i) any tenant with respect to the material terms under a Lease or (ii) the respective Loan Party as landlord under the Lease, in either case, that would, in the aggregate with any other defaults under Leases for the applicable Eligible Real Estate Asset, adversely affect more than five percent (5%) of the base rent generated by such Eligible Real Estate Asset. No Rent under any Operating Lease security deposit or advance rental or fee payment has been paid more than one (1) month in advance of its due date and no Rents made by any lessee or charges licensor under the Operating Lease have been waived, released or otherwise discharged or compromisedLeases except as may be specifically designated in the Leases. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or No property other than the Eligible Real Estate Asset which is the subject of the Rents except pursuant applicable Lease is necessary to comply with the Mortgage and Assignment of Leases material requirements (as including, without limitation, parking requirements) contained in such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofLease.

Leases. (a) The Operating Leases (Seller is the lessor or landlord under the Leases. Except as amended and restated on set forth in the date hereofLease Schedule, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written other leases or occupancy agreements modifyingaffecting the Premises (other than subleases of which Seller has no knowledge). The Lease Schedule contains, amendingamong other things, supplementing a true and complete list of all Leases, including all amendments, escrow agreements and guarantees related thereto, and all security deposits held by Seller, and Seller has made available to Purchaser for Purchaser’s review in the online data room maintained by Seller or restating such documentsdelivered to Purchaser, true and complete and accurate copies of all Leases set forth on the Lease Schedule. Except as set forth on Schedule XExhibit B-1 hereto, (a) Seller has not received any written notices from any of the Properties tenants under the Leases asserting that Seller is in default in any material respects under any of the respective Leases (other than defaults which have been cured) and (b) there are no such outstanding defaults by Seller of a material nature as of the Effective Date. Except as set forth on Exhibit B-1 hereto and on the Delinquency Report, Seller has not subject delivered any written notices to any space of the tenants under the Leases asserting that any default has occurred under any of the respective Leases (other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirementsdefaults which have been cured), and Seller has no Operating Lease constitutes knowledge of any such defaults of a financing material nature or conveys the occurrence of any interest event which with the giving of notice or the passage of time would become a material default. Except as set forth in the Properties other than rent roll attached hereto as Exhibit B-2 (the leasehold interest therein demised thereby. Mortgage Borrower is "Rent Roll”) or Exhibit B-1 hereto, (i) the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is are in full force and effect effect, (ii) no base rent has been prepaid under any of the Leases more than thirty (30) days in advance and (iii) all security deposits that are required to be delivered under the Leases to Seller have been so delivered. Except as may be set forth on Exhibit B-1 hereto, no tenant is entitled to any agreed rent credit, free rent or has asserted any claim or offset against the rent payable by it under its Lease from and after the date hereof. As of the Effective Date, there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time Tenant Inducement Costs (as hereinafter defined) or the giving of notice, leasing commissions now due or both, would constitute such a default thereunder. No Rent which could become due under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Existing Leases (as such term hereinafter defined) except as set forth on Exhibit N hereto. Notwithstanding anything to the contrary contained in this Agreement, Seller does not represent or warrant that any particular Lease will be in force or effect at Closing or that the tenants under the Leases will have performed their obligations thereunder. The termination of any Lease prior to Closing by reason of the tenant’s default shall not affect the obligations of Purchaser under this Agreement in any manner or entitle Purchaser to an abatement of or credit against the Purchase Price or give rise to any other claim on the part of Purchaser. Except as set forth on Exhibit B-1 hereto, no brokerage or leasing commission or other compensation is defined in now, or will at Closing be, due or payable to any person, firm, corporation, or other entity with respect to or on account of any of the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all Leases, or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofextensions or renewals thereof.

Leases. (a) The Operating Loan Parties shall not materially amend, materially modify, terminate, consent to the assignment (unless required to do so under the applicable Material Lease and excluding any assignment pursuant to any Loan Document) or surrender of, or grant a waiver of any material provision or right of Loan Parties under, or otherwise materially supplement any Material Lease or any guaranty thereof or subject to Section 6.10(b), any Minor Lease or any guaranty thereof (each, a “Material Lease Action”) without Requisite Lenders’ prior consent in the case of a Material Lease or Agent’s prior consent in the case of a Minor Lease or enter into a Material Lease or any Minor Lease that does not satisfy the requirements of clause (ii) of Section 6.10(b) without Requisite Lenders’ prior consent in the case of a Material Lease or Agent’s prior consent in the case of such a Minor Lease, which consent shall not be unreasonably withheld, conditioned or delayed. Prior to seeking Requisite Lenders’ consent to enter into any Material Lease, Loan Parties shall deliver to Agent and Lenders a copy of such proposed lease (a “Proposed Material Lease”). Subject to clause (h) below, Agent (with the approval of Requisite Lenders where required) shall approve or disapprove each Proposed Material Lease or Material Lease Action for which Agent’s and/or Requisite Lenders’, as applicable, approval is required under this Loan Agreement within ten (10) Business Days of the submission by Loan Parties to Agent and each Lender of a written request for such approval, accompanied by a final copy of the Proposed Material Lease, non-conforming Minor Leases (or Material Lease Action. If requested by Loan Parties, Agent and Requisite Lenders, as amended applicable, will grant conditional approvals of Proposed Material Leases, non-conforming Minor Leases or proposed Material Lease Actions at any stage of the leasing process, including from initial “term sheet” through negotiated lease drafts, provided that Agent and restated on Requisite Lenders, as applicable, shall retain the date hereofright to disapprove any such Proposed Material Lease, non-conforming Minor Lease or proposed Material Lease Action, if subsequent to any preliminary approval material changes are made to the terms previously approved by Agent and/or Requisite Lenders, as applicable, or additional material terms are added that had not previously been considered and together with any certificates and notifications entered into approved by Agent and/or Requisite Lenders, as applicable, in connection therewith) and with such Proposed Material Lease, non-conforming Minor Lease or proposed Material Lease Action. Notwithstanding anything set forth herein to the Operating Lease Guaranty provided to Lender on the Original Closing Date (orcontrary, Agent’s and/or Requisite Lenders, as applicable, consent shall not be required for any renewal, extension, expansion, termination, assignment or subletting of or any action with respect to those Operating Leases relating to Swap Propertiesto, on a Lease unilaterally exercised by the Swap Closing Date) are true, correct, accurate and complete copies of such documents as tenant thereunder in effect on the date hereof and constitute the entire agreement between the parties thereto accordance with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating such Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest. Without limiting this Section 6.10(a), hotel guests. Each Operating Loan Parties shall deliver to Agent a copy of any Material Lease and Operating Lease Guaranty is in full force any amendment, modification or supplement thereof within ten (10) Business Days after the execution and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofdelivery thereof.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, any Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement)Rents. No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. Subsidiary Guarantors may, without the prior approval of Administrative Agent, execute one or more Leases in respect of a single Project (acollectively, "EXEMPT LEASES") The Operating so long as the aggregate square footage of leased space covered by all Exempt Leases for a single Project does not exceed twenty percent (20%) of the total leaseable space of the Improvements within such Project. Except for Exempt Leases that fall within the foregoing twenty percent (20%) exclusion, no Loan Party shall enter into any Lease of space in the Improvements which has not been approved in writing by Administrative Agent. As used herein, the term "APPROVED LEASES" means, collectively, all Exempt Leases and all Leases approved in writing by Administrative Agent. If any proposed Lease is not an Exempt Lease, prior to execution, Borrower or the applicable Loan Party shall provide to Administrative Agent a correct and complete copy of such Lease, including any exhibits and each guarantee thereof (if any), together with, if available, a comparison version of such Lease showing the revisions made to its original form or the form lease, if any, approved by Administrative Agent, as amended applicable. Administrative Agent shall use reasonable efforts to notify Borrower of Administrative Agent's approval or disapproval (specifying the reasons for any disapproval) of any proposed Lease submitted by Borrower to Administrative Agent on or before the end of the tenth (10th) Business Days after the LATER to occur of: (i) receipt by Administrative Agent of the proposed Lease, and restated (ii) receipt by Administrative Agent of the most recently prepared financial statements for the proposed Tenant; PROVIDED, HOWEVER, that if Administrative Agent fails to approve or disapprove of such proposed Lease within such 10-Business Day period, then Borrower may notify Administrative Agent in writing of such failure and Administrative Agent shall be deemed to have approved such proposed Lease if Administrative Agent fails to respond to Borrower by the end of the second (2nd) Business Day following receipt by Administrative Agent of such additional notice, SO LONG AS such additional notice is sent to Administrative Agent at the address noted on the date hereofsignature page to this Agreement (addressed to the attention of Xx. Xxx Xxxxxx and Real Estate Loan Administration) AND to Administrative Agent's attorneys, Xxxxxxxxx Traurig, LLP, 00000 Xxxx Xxxx, Suite 600, Dallas, TX 75240 Attention: Xxxx X. Xxxx (which notice addresses may be changed at any time by written notice to Borrower of such change of address). In order to facilitate Administrative Agent's review of Leases and together with the lease negotiations of the Loan Parties, Borrower may submit to Administrative Agent for its review one or more form leases (or any certificates and notifications entered into amendments thereto) for use by the Loan Parties in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage Property. Borrower shall, throughout the term of time or the giving of noticethis Agreement, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month pay all reasonable costs incurred by Administrative Agent in advance of its due date connection with Administrative Agent' review and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment approval of Leases (as such term is defined in the Mortgage Loan Agreementother than Exempt Leases) and each guarantee thereof (if any). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease , including reasonable attorneys' fees and the terms hereofcosts.

Leases. (a) The Operating Property is not subject to any Leases (as amended and restated other than the Leases described on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided rent roll certified to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are as true, correct, accurate complete and complete copies of such documents as correct in effect on all material respects (the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents“Rent Roll”). Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease GuarantyLeases (excluding any subleases or sub-subleasese). Currently, no No Person has any possessory interest in any Individual the Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease, any other space Leases listed Leases. Except as set forth on Schedule X IV hereto and except as disclosed on the Rent Roll or permitted hereunder andon the estoppel certificates delivered to Lender in connection with the closing of the Loan, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is the Leases identified on the Rent Roll are in full force and effect and there are no material events of default defaults thereunder by either party beyond any party thereto 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 such a default defaults thereunder. No The copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto. Except as set forth on Schedule IV hereto and except as disclosed on the Rent under any Operating Lease Roll or on the estoppel certificates delivered to Lender in connection with the closing of the Loan, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date date. Except as set forth on Schedule IV hereto and except as disclosed on the Rent Roll or on the estoppel certificates delivered to Lender in connection with the closing of the Loan, to Borrower’s knowledge, all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant. Except as set forth on Schedule IV hereto and except as disclosed on the Rent Roll or on the estoppel certificates delivered to Lender in connection with the closing of the Loan, 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 Lease has already been received by such Tenant. Except as set forth on Schedule IV hereto and except as disclosed on the Rent Roll or on the estoppel certificates delivered to Lender in connection with the closing of the Loan, each Tenant under each Lease have accepted possession of and is in occupancy of all of its respective space demised under its Lease and has commenced the payment of full, unabated rent under its Lease. 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. To Borrower’s knowledge, no Tenant under a Lease is the subject of bankruptcy or reorganization proceedings other than Le Cirque. Except as set forth on Schedule IV hereto, no Tenant under any Lease (or any sublease) is an Affiliate of Borrower. Except as set forth on Schedule IV hereto and except as disclosed on the Rent Roll or on the estoppel certificates delivered to Lender in connection with the closing of the Loan, there are no brokerage fees or commissions due and payable by Borrower in connection with the leasing of space at the Property, except as has been previously disclosed to Lender in writing, and no Rents such fees or charges under commissions will become due and payable in the Operating Lease have been waivedfuture in connection with the Leases, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge including by reason of any Operating Lease, Operating extension of such Lease Guaranty or expansion of the space leased thereunder, except as has previously been disclosed to Lender in writing. Borrower has not sold, transferred, assigned, hypothecated or pledged any Lease or the Rents received therefrom, except for those which are no longer in effect and except to Lender pursuant to the Mortgage Loan Documents. Except as set forth on Schedule IV hereto and Assignment except as disclosed on the Rent Roll or on the estoppel certificates delivered to Lender in connection with the closing of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company Loan, to Borrower’s knowledge, no Tenant under any Lease has assigned the Operating its Lease or sublet all or any portion of the premises demised thereby and no such Tenant holds its leased premises under assignment or sublease. Except as set forth on Schedule IV hereto and except as disclosed on the Rent Roll or on the estoppel certificates delivered to Lender in connection with the closing of the Loan and except for the rights of Bloomberg described in Section 40 of the Bloomberg Lease in event of a Proposed Competitor Asset Transaction (as defined in the Bloomberg Lease) or a Proposed Competitor Equity Transaction (as defined in the Bloomberg Lease, collectively with a Proposed Competitor Asset Transaction, the “Bloomberg Lease Rights”), no Tenant under any Individual Property except Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the Operating Lease and leased premises or the terms hereofbuilding of which the leased premises are a part.

Leases. (a) The Operating Leases (as amended and restated on information in the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided rent roll delivered to Lender on the Original Closing Date (or, Buyer with respect to those Operating Leases relating the Real Property for the calendar month immediately preceding the Effective Date, showing with respect to Swap Propertieseach Tenant of the Real Property: (1) the name of the Tenant, on (2) the Swap Closing Datenumber of rentable square feet in Tenant’s premises as set forth in Tenant’s Lease, (3) are the current monthly base rental payable by such Tenant, (4) the term of the Lease, (5) any available options for the Tenant under the Lease; and (6) the amount of any security deposit (the “Rent Roll”) is true, correct, and complete. Seller has or will deliver to Buyer true, accurate and complete copies of such documents as all of the Leases and there are no leases, subleases, licenses, occupancies or tenancies in effect on pertaining to any portion of the date hereof Real Property, and constitute no persons, tenants or entities occupy space in the entire agreement between Real Property, except as stated in the parties thereto Rent Roll. There are no options or rights to renew, extend or terminate the Leases or expand any Lease premises, except as shown in the Rent Roll and the Leases. No brokerage commission or similar fee is due or unpaid by Seller with respect to the subject matter therein any Lease, and there are no written or oral agreements modifyingthat will obligate Buyer, amendingas Seller’s assignee, supplementing to pay any such commission or restating such documentsfee under any Lease or extension, expansion or renewal thereof. Except as set forth on Schedule X, the Properties The Leases and any guaranties thereof are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect effect, and there are subject to no material events defenses, setoffs or counterclaims for the benefit of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default Tenants thereunder. Neither Seller nor, to Seller’s knowledge, any Tenant is in default under its Lease. Seller is in full compliance with all of the landlord’s obligations under the Leases, and Seller has no obligation to any Tenant under the Leases to further improve such Tenant’s premises or to grant or allow any rent or other concessions. No Rent under any Operating Lease has rent or other payments have been paid collected in advance for more than one (1) month in advance of its due date and no Rents rents or charges other deposits are held by Seller, except the security deposits described on the Rent Roll and rent for the current month. Each rental concession, rental abatement or other benefit granted to Tenants under the Operating Lease Leases will have been waived, released or otherwise discharged or compromised. There has been no fully utilized prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment Close of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofEscrow.

Leases. (a) The Operating Leases (Borrower has not entered into any Leases, subleases or other arrangements for occupancy of space within the Project that are currently in effect other than as amended and restated set forth on the date hereofrent roll attached hereto as Exhibit H, which Borrower certifies is true and together with any certificates and notifications entered into correct in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (orall material respects. True, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate correct and complete copies of such documents Borrower’s form lease and all Leases, as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect amended, have been delivered to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documentsLender. Except as set forth on Schedule Xdisclosed to Lender in writing, the Properties all Leases are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no 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. Except as disclosed to Lender in writing, to the best of Borrower’s Knowledge, Borrower is not in default under any Lease. Borrower has disclosed to Lender in writing any monetary default, and any material events non-monetary default of default thereunder which Borrower or the property manager has given notice to such Tenant, by any party thereto Tenant under any Lease and there are no conditions that, with the passage notice of time or the giving of notice, or both, would constitute such a default thereundertermination has been issued under any Lease. No Rent Tenant under any Operating Lease has been has, as of the date hereof, paid rent more than one thirty (130) month days in advance of its due date advance, and no Rents or charges the rents under the Operating Lease such Leases have not been waived, released released, or otherwise discharged or compromised. There has All security deposits required under such Leases have been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage fully funded and Assignment of Leases (as such term is defined are held by Borrower in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofa separate segregated account in compliance with applicable Law.

Leases. Borrower has delivered (ai) The Operating a true, correct and complete schedule (the “Rent Roll”) of all Leases (affecting the Property as amended and restated on of the date hereof, which accurately and together with 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 certificates other material provisions of such Lease and notifications entered into in connection therewith(ii) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate correct and complete copies of such documents as all Leases described in effect on the date hereof Rent Roll. Each Lease constitutes the legal, valid and constitute the entire agreement between the parties thereto with respect binding obligation of Borrower and, to the subject matter therein best of Borrower’s knowledge and there are no written agreements modifyingbelief, amendingis enforceable against the Tenant thereof. No default exists, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage passing of time or the giving of noticenotice or both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or both, would constitute such a default thereunderthe Property. No Rent Tenant under any Operating Lease has been has, as of the date hereof, paid rent more than one thirty (130) month days in advance of its due date advance, and no Rents or charges the rents under the Operating Lease such Leases have not been waived, released released, or otherwise discharged or compromised. There All security deposits required under such Leases have been fully funded and are held by Borrower in a separate segregated account or as otherwise required by applicable law. All work to be performed by Borrower under the Leases has been no prior salesubstantially performed, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating 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 Guaranty or has entered into occupancy of the Rents except pursuant demised premises. To the best of Borrower’s knowledge and belief, each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors. No Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the Mortgage and Assignment lien of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofthis Mortgage.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, any Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement)Rents. No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X6.21 with respect to the Initial Borrowing Base Properties or as disclosed in writing to Agent prior to the acceptance of any additional Borrowing Base Properties, none of the Borrowing Base Properties are not is subject to any space Leases Lease or other occupancy agreement, other than occupancy agreements with individual residents of the Healthcare Facility entered into in the ordinary course of business and disclosed on the Rent Roll provided to Agent and an Operating Lease and space Leases providing for occupancy to a Subsidiary Guarantor delivered to Agent prior to the acceptance of less than one hundred (100) square feetsuch Real Estate as a Borrowing Base Property. Each Operating Lease is a “true lease” for all purposes As of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder andClosing Date or, with respect to any Real Estate included as a right Borrowing Base Property after the Closing Date as of the date of inclusion of such Borrowing Base Property, a true, correct and complete Rent Roll of each Borrowing Base Property in Borrowing Base Availability with respect to all Leases of any portion of the Borrowing Base Property has been provided to the Agent (except with respect to each Borrowing Base Property that is an ILF or ALF). The Borrower has delivered to the Agent true copies of the Leases and any amendments thereto relating to each Borrowing Base Property required to be delivered as a part of the Borrowing Base Qualification Documents. Such Leases constitute as of such date thereof the sole leases or licenses or other agreements pertaining to the occupancy only or use of space (except for individual residents of the Healthcare Facility in the ordinary course of business) at such Borrowing Base Property and not a possessory interest)in the Building relating thereto. Except as reflected on Schedule 6.21, hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent tenant under any Operating Lease (i) is entitled to any free rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments, lease buy-outs or abatements or credits, and (ii) has been paid made any prepayments of rent or other payments due under such Lease for more than one (1) month in advance of its the due date of such payment. Except as set forth in Schedule 6.21, the Leases reflected therein are, as of the date of inclusion of the applicable Borrowing Base Property in the calculation of Borrowing Base Availability, in full force and no Rents effect in accordance with their respective terms, without any payment default or charges under any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions, rebates, or tenant improvement allowances, contributions or landlord construction obligations available to any tenant thereunder, and, except as reflected in Schedule 6.21, neither the Operating Lease have been waivedBorrower nor any Guarantor has given or made, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge any notice of any Operating payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of the Borrower, there is no basis for any such claim or notice of default by any tenant under a Lease. Except as reflected in Schedule 6.21, no property, other than the Borrowing Base Property which is the subject of the applicable Lease, Operating Lease Guaranty or of is necessary to comply with the Rents except pursuant to the Mortgage and Assignment of Leases requirements (as including, without limitation, parking requirements) contained in such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofLease.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease Leases described in Schedule II attached to the Mortgage Loan Agreement and space Leases providing for occupancy of less made a part thereof. No Property has more than one hundred Lease, as of the date hereof (100other than one or more subleases in effect at the Property, to the extent Borrower has notified (or caused Mortgage Borrowers to notify) square feetMortgage Lender of the existence of any such sublease as listed on Schedule II attached to the Mortgage Loan Agreement or to the extent that any such sublease is set forth on Schedule B of the applicable Title Insurance Policy). Each Operating The tenant under each Lease is a “true lease” for all purposes of currently operating its business within the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein Improvements demised thereby. Each Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and Leases appurtenant to the Operating Lease GuarantyProperty or Properties owned by such Mortgage Borrower. Currently, no 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 Operating Lease, any other space Leases. The current Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is are in full force and effect and and, except as may be disclosed in any tenant estoppel certificates delivered to Lender there are no material events of default defaults thereunder by any either party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereundermaterial defaults thereunder (except for defaults which have been summarized on Schedule II attached to the Mortgage Loan Agreement). The copies of the Leases and any related guaranty (including all amendments thereof) delivered to Lender are accurate, true and complete, and there are no oral agreements or additional amendments or other agreements with respect thereto. No Rent under any Operating Lease (other than security deposits, if any, listed on Schedule II attached to the Mortgage Loan Agreement) has been paid more than one (1) month in advance of its due date date. Except as may be disclosed in any tenant estoppel certificates delivered to Lender, all work to be performed by the landlord under each Lease has been performed as required in such Lease and no Rents has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or charges other payments, credits, allowances or abatements required to be given by the landlord under the Operating such Lease have to any tenant has already been waived, released or otherwise discharged or compromisedreceived by such tenant. There has been no prior sale, transfer or assignmentassignment (other than to Mortgage Borrower and Mortgage Lender), hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents received therein which is still in effect (other than assignments, hypothecations or pledges which may have been made by the tenants under the Leases). To Borrower’s actual knowledge, except pursuant as listed on Schedule II attached to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company , no tenant has assigned the Operating 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 Individual Property except Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the Operating Property of which the leased premises are a part (other than rights of first refusal or rights of first offer described in any Leases delivered to Lender prior to the date hereof, which are listed in Schedule II attached to the Mortgage Loan Agreement). No tenant under any Lease has any right or option for additional space in the Improvements. To Borrower’s actual knowledge and except as disclosed in any environmental reports delivered to Lender in connection with the terms hereofLoan, no Hazardous Substances have been disposed, stored or treated by any tenant under any Lease on or about the leased premises nor does Borrower have any actual 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 petroleum product or any Hazardous Substances, except in either event, in compliance with applicable Environmental Laws.

Leases. The Master Lease and Operating Lease (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X4.1.26, to Borrower's knowledge, the Properties are not subject to any space Leases other than the Master Lease, the Operating Lease, Non-Material Leases and residency agreements with residents of the Facilities, and each of the Master Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each the Operating Lease is a “"true lease” " for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no none of the Master Lease or the Operating Lease or any Non-Material Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is (other than Maryland Borrower) and Maryland Owner are the owner owners and lessor lessors of landlord’s 's interest in the Operating Lease and the Operating Lease GuarantyMaster Lease. CurrentlyExcept as set forth on Schedule 4.1.26, to Borrower's knowledge, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (Master Lease and not a possessory interest), hotel guests. Each the Operating Lease and except for the occupancy and related residency rights of residents at the Facilities and any Non-Material Lease. The Master Lease and each Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto (a) in the case of the Master Lease, either Mortgage Borrower (other than Maryland Borrower) and Maryland Owner or Master Tenant or (b) in the case of each Operating Lease, either the Master Tenant or the applicable Operator, and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a material default thereunder. No Rent under the Master Lease or any Operating Lease has been paid more than one (1) month in advance of its due date date, and no Rents or charges under the Master Lease or any Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer Transfer of the Master Lease or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement)thereunder. No Operating Company Master Tenant has not assigned the Operating Master Lease or and has not sublet all or any portion of any Individual Property except pursuant to the Operating Lease. Neither Master Tenant, nor to Borrower's or Master Tenant's knowledge, any other Person, has a right or option pursuant to the Master Lease or otherwise to purchase all or any part of any Individual Property, except as expressly provided in the Master Lease upon the occurrence of a Casualty or Condemnation. No Operator has assigned its Operating Lease and, other than pursuant to a Non-Material Lease, sublet all or any portion of any Individual Property except to residents of the applicable Facility, and the terms hereofOperators do not hold any Individual Property under assignment and no Person (except the Operator, its employees and residents of the applicable Facility and, in the case of any Non-Material Lease, the tenant thereunder) occupies any Individual Property. No Operator, nor to Borrower's knowledge any other Person, has a right or option pursuant to such Operating Lease or otherwise to purchase all or any part of any Individual Property, except as may be expressly provided in the Operating Lease upon the occurrence of a Casualty or Condemnation.

Leases. A rent roll as of a date not more than 30 days prior to the Effective Date (a) The Operating Leases (as amended and restated on or the date hereofthat an Additional Property becomes a Mortgaged Property) with respect to all Leases of any portion of the Mortgaged Properties is accurate and completely set forth in Schedule 6.20 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 Properties. The Borrower has delivered to the Agent a true and complete copy of all Leases. There are no occupancies, rights, privileges or licenses in or to the Buildings or any other part of the Mortgaged Properties other than pursuant to the Leases reflected on Schedule 6.20. Except as set forth in Schedule 6.20 the Leases reflected thereon are in full force and effect, 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 together with neither the Borrower nor the Mortgagor has given or made, or received, any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (ornotice of default, or any claim, which remains uncured or unsatisfied, with respect to those Operating any of the Leases relating to Swap Propertiesand, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein 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. The Schedule 6.20 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 has been completed and paid for, or provided for in a manner satisfactory to the Agent, or will be paid for by the Borrower or the Mortgagor in the ordinary course of its business. No leasing, brokerage or like commissions, fees or payments are no written agreements modifyingdue from the Borrower or the Mortgagor in respect of the Leases, amending, supplementing except those that will be paid for by the Borrower or restating such documentsthe Mortgagor in the ordinary course of its business. Except as set forth on the Schedule X6.20 rent roll, all tenants under all Leases are in occupancy and operating the Properties are not subject to any space premises covered by such Leases other than within the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except permitted uses under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofLeases.

Leases. (a) The Operating Leases (An accurate and complete Rent Roll as amended and restated on of the date hereof, and together with any certificates and notifications entered into of inclusion of each Unencumbered Asset Pool Property in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, Unencumbered Asset Pool with respect to those Operating all Leases relating of any portion of the Unencumbered Asset Pool Properties has been provided to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies Agent. As of the date of delivery of such documents Rent Roll upon inclusion of a Unencumbered Asset Pool Property in the Unencumbered Asset Pool, no tenant or licensee under any Lease is entitled to any 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 effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documentsRent Roll. Except as set forth on in Schedule X6.22, the Properties are not subject to Leases of any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes portion of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and Unencumbered Asset Pool are, as of the date of inclusion of the applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest Unencumbered Asset Pool Property in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. CurrentlyUnencumbered Asset Pool, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect in accordance with their respective terms, without any payment default or to the knowledge of the Borrower and the Guarantors any other material default thereunder, nor to the knowledge of the Borrower and the Guarantors are there are no any defenses, counterclaims, offsets, concessions or rebates available to any tenant or licensee thereunder, and except as reflected in Schedule 6.22, the Borrower has not given or made, any notice of any payment or other material events of default thereunder by default, or any party thereto and there are no conditions thatclaim, which remains uncured or unsatisfied, with respect to any of the passage Leases, and to the knowledge of time the Borrower and the Guarantors there is no basis for any such claim or the giving notice of notice, material default by tenant or both, would constitute such a default thereunderlicensee. No Rent under any Operating Lease has been paid more property other than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or Unencumbered Asset Pool Property which is the subject of the Rents applicable Lease is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease. The Borrower or a Subsidiary Guarantor is the holder of the lessor’s, landlord’s or licensor’s interest in and to all of the Leases of the Unencumbered Asset Pool Properties owned by it, except pursuant to that both a Subsidiary Guarantor and Borrower hold the Mortgage and Assignment of Leases (as such term is defined lessor’s, landlord’s or licensor’s interests in the Mortgage Loan agreements described in the definition of “Nokia Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof” in §1.1.

Leases. The property schedule attached as Schedule 6.1.2-1 (athe “Property Schedule”) The Operating accurately and completely reflects in all material respects xxx xxxxxx xxxxxxx, xxxx, xxxxx, zip code, county, MSA, year built, property type, acquisition date, acquisition source, lease status, lease start date, lease end date, rental amount, rental range estimate, security deposit, Section 8 status, property tax amount, homeowners’ association dues and BPO values of all Leases (the “Existing Leases”) and Properties, as amended and restated on applicable, as of the date hereofof the Property Schedule; provided, however, that the rental range estimates and BPO values accurately and completely reflect such estimates and values as provided to Seller by third parties, and together with any certificates and notifications entered into in connection therewith) and Seller makes no representation or warranty as to the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies accuracy or completeness of such documents as in effect on the date hereof estimates and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing values themselves. No person or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases entity (other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100Seller or Selling Subsidiary) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual the Property or right to occupy the same except an individual under and pursuant to the provisions of the Operating Leaseapplicable Lease (such individual, a “Tenant”) and any other space person claiming rights through any such Tenant. Copies of all Existing Leases listed and all amendments thereto and guaranties thereof, if any, have been furnished by Seller to Buyer and the copies so provided are true and complete in all material respects. The Existing Leases have not been amended, modified or terminated (except for any amendments delivered to Buyer pursuant to the preceding sentence). To Seller’s actual knowledge, except as otherwise disclosed on the Property Schedule, on Schedule X or permitted hereunder and6.1.2-2 or, with respect to a right to occupancy only Buyer’s actual knowledge, in the Documents, and in all material respects, (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is i) the Existing Leases are presently in full force and effect without any material default thereunder by the applicable Tenant; (ii) no Tenant has prepaid rent by more than 30 days in advance; (iii) any tenant improvements that Seller or Selling Subsidiary, as landlord, is obligated to complete, prior to the date hereof and pursuant to any Existing Lease, have been completed and, to Seller’s actual knowledge, have been accepted by the applicable Tenant and all tenant allowances or inducements that Seller or Selling Subsidiary, as landlord, is obligated to provide pursuant to the terms of any Existing Lease have been provided, exhausted or waived; (iv) no Tenant has notified Seller or Selling Subsidiary, as landlord, in writing, of any default by Seller or Selling Subsidiary pursuant to an Existing Lease that remains uncured; and (v) all security deposits are held in cash. Except as otherwise disclosed on Schedule 6.1.2-3, there are no leasing commissions or finder’s fees that may be due and payable after Closing by Buyer in connection with any Lease. Seller has delivered to Buyer complete copies of any third-party commission agreements pursuant to which a leasing commission or finder’s fee may be due and payable after Closing in connection with any Lease. Each Existing Lease is an Eligible Lease. The term “Eligible Lease” means a Lease that satisfies all of the following: (a) the form of such Lease is, in all material events respects, substantially similar to one of default thereunder the forms set forth on Exhibit H hereto; (b) the Lease is entered into on an arms-length basis without payment support by any party thereto and there are no conditions thatSeller or Selling Subsidiary; (c) the Lease had, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance as of its due date commencement date, an initial lease term of at least six months; and no Rents or charges under (d) the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet compliance with all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofApplicable Laws in all material respects.

Leases. (a) A rent roll as of a date not more than 30 days prior to the Effective Date with respect to all Leases of any portion of the Mortgaged Properties is accurate and completely set forth in Schedule 6.20 as the same shall be supplemented each fiscal quarter by a certificate signed by an authorized officer of Borrower. The Operating 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 Properties. The Borrower has delivered to the Agent a true and complete copy of all Leases. There are no occupancies, rights, privileges or licenses in or to the Buildings or any other part of the Mortgaged Properties other than pursuant to the Leases reflected on Schedule 6.20. Except as amended set forth in Schedule 6.20 the Leases reflected thereon are in full force and restated on the date hereofeffect, 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 together with the Borrower has not given or made, or received, any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (ornotice of default, or any claim, which remains uncured or unsatisfied, with respect to those Operating any of the Leases relating to Swap Propertiesand, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein best of the Borrower's knowledge there is no basis for any such claim or notice of default by any tenant. The Schedule 6.20 rent roll accurately and there 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 has been completed and paid for, or provided for in a manner satisfactory to the Agent, or will be paid for by the Borrower in the ordinary course of the Borrower's business. No leasing, brokerage or like commissions, fees or payments are no written agreements modifyingdue from the Borrower in respect of the Leases, amending, supplementing or restating such documentsexcept those that will be paid for by the Borrower in the ordinary course of the Borrower's business. Except as set forth on the Schedule X6.20 rent roll, all tenants under all Leases are in occupancy and operating the Properties are not subject to any space premises covered by such Leases other than within the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except permitted uses under and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofLeases.

Leases. The Mortgaged Property is subject to the leases listed and described on Exhibit B attached to the Loan Agreement (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith"Existing Leases") and the Operating Lease Guaranty provided Mortgaged Property is not subject to Lender on any other leases, occupancy rights or similar arrangements. Except as may be set forth in said Exhibit B, to the Original Closing Date (orbest of Mortgager's knowledge after diligent inquiry, with none of the Existing Leases has been amended, modified or supplemented in any respect to those Operating or terminated or canceled. The Existing Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute represent the entire agreement agreements between Mortgagor and the parties thereto respective applicable tenants ("Existing Tenants") with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, lease of the Properties are not subject to any space Leases other than portions of the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feetMortgaged Property covered thereby. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Existing Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect. To the best of Mortgager's knowledge after diligent inquiry, Mortgagor knows of no material defaults under Existing Leases in the aggregate which, in the judgment of Mortgagee, would have a material adverse effect and on the financial condition of Mortgagor or the Mortgaged Property. To the best of Mortgagor's knowledge, there are no material events existing defenses or offsets against the obligation to pay the rents or other charges due under any of default thereunder the Existing Leases or against the enforcement of any of the Existing Leases by any party thereto and Mortgagor. To the best of Mortgager's knowledge after diligent inquiry, except as may be set forth in said Exhibit B, there are no conditions thatagreements covering free rent, partial rent, rebate of rental payments or any other type of rental concessions with respect to any of the passage Existing Leases. None of time the Existing Leases contains any options or rights of first refusal to purchase any portion or all of the giving Mortgaged Property. To the best of noticeMortgager's knowledge after diligent inquiry, or both, would constitute such a default thereunder. No Rent there have not been any prepayments of any rent under any Operating Lease of the Existing Leases. Except as may be set forth in said Exhibit B, there is no provision for the payment of any security deposit under any of the Existing Leases. Mortgagor has been paid more than one (1) month not mortgaged, assigned, pledged, granted a security interest in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge encumbered its interest in any of the Existing Leases in favor of any Operating Lease, Operating Lease Guaranty person or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofentity other than Mortgagee.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no Unless Agent shall give Borrower written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and notice pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interestSection 4.5(b), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events Borrower may (without the prior consent of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1Agent) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet execute leases covering all or any portion of a Borrowing Base Property after the date of this Agreement so long as such leases (i) are on forms that are customary and consistent with industrial or light industrial properties, and (ii) have provisions that provide for the same basic terms as Sections 5.1.2, 12.1, and 13.2 in the form of the Approved Lease Form. Borrower may (without the prior consent of Agent) enter into renewal, extension, or expansion agreements (which agreements shall be customary and consistent with industrial, light industrial, or office properties) with tenants under leases existing as of the date of admission of such Borrowing Base Property covering all or any Individual portion of a Borrowing Base Property; provided, however, that if Agent shall determine, after an annual review of leasing activities by Borrower, that Borrower has engaged in significant leasing activities with respect to any Borrowing Base Property except wherein the same basic terms as Sections 5.1.2, 12.1, and 13.2 in the Approved Lease Form have not been included, which in the sole discretion of Agent results in a Material Adverse Effect on the value of the Borrowing Base Property as Collateral hereunder, then Agent may, in its sole discretion, notify Borrower on or before October 1 of each year during the term of this Agreement that its has elected to remove such Borrowing Base Property from the Borrowing Base (a "Removal Notice"). If Agent shall have delivered a Removal Notice to Borrower, then Borrower may, on or before the immediately admission into the Borrowing Base, or (b) if necessary, prepay the excess of the Total Principal Debt over the Borrowing Base. Notwithstanding the foregoing, Borrower may (without the prior consent of Agent) execute agreements covering a Borrowing Base Property pursuant to renewal, extension, or expansion options set forth in leases existing as of the Operating Lease and date of admission into the Borrowing Base, provided that the terms hereofand conditions of such renewal agreements do not materially differ from the terms and conditions of the leases renewed or extended thereby. If Agent delivers a Removal Notice, then at such time as such Borrowing Base Property is no longer subject to any of the conditions described above, Borrower may give Agent written notice thereof (together with reasonably detailed evidence of the cure of such condition) and such Borrowing Base Property shall, effective with the delivery by Borrower of the next Borrowing Base Report, be reinstated as a Borrowing Base Property.

Leases. (a) All existing Leases as of the Effective Date are listed in the Rent Roll attached as part of Exhibit B which will be updated as of the Closing Date. The Operating Leases (references to Rent Roll in this paragraph shall be deemed, as amended and restated on of the date hereofEffective Date, and together with any certificates and notifications entered into to mean the Rent Roll attached as part of Exhibit B, and, as of the Closing Date, to mean the updated Rent Roll delivered in connection therewith) and with the Operating Lease Guaranty provided Closing. Seller has delivered, or will deliver, to Lender on the Original Closing Date (orBuyer, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate true and complete copies of all Leases including, but not limited to all amendments and renewals and, to the extent in Seller's possession, all notices of commencement and copies of all correspondence related to such documents leases. Exhibit B is accurate as in effect on to the information set forth therein as of the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documentsset forth therein. Except as set forth on Schedule Xin Exhibit B Seller has not entered into any oral or written lease, the Properties are not subject to license or occupancy agreement, nor has Seller given any space Leases person (other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest Tenants named in the Properties other than Rent Roll or any person under any document or instrument of public record) any right of possession to the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Leaseany part thereof, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events other Leases or rights of default thereunder by possession other than matters of public record. Except as set forth in Exhibit B, Seller has not given any party thereto concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, equity in the Property, cash payments to Tenants, lease assumptions and there are no conditions that, with the passage of time other concessions or the giving of noticeallowances granted to induce a Tenant to enter into a lease, or bothexpand or renew a lease, would constitute such a default thereunder(collectively, "Concessions")) to any Tenant that remain outstanding. No Rent rent under any Operating Lease has been paid more than one (1) month in advance of its due date by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit B, no Tenant has any defense or offset to rent accruing after the Closing Date. The Leases described in the Rent Roll are in full force and effect and no Rents breach exists in the payment of rents except as shown on Exhibit B, no other material default or charges breach exists which remains uncured beyond any applicable grace or cure period under the Operating respective Lease on the part of any Tenant thereunder except as identified on Exhibit B, and except as set forth in Exhibit B, Seller has not received any notice of any alleged default or breach on the part of Seller thereunder that is or is allegedly continuing. All Deposits (and a statement as to whether interest is payable thereon in accordance with the terms of the applicable Lease) are listed in Exhibit B. All known and unresolved Tenant complaints regarding the Property have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant disclosed to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofBuyer.

Leases. (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement)Leases. No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof.

Leases. The Master Lease and Operating Lease (a) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X4.1.26, to Borrower’s knowledge, the Properties are not subject to any space Leases other than the Master Lease, the Operating Lease, Non-Material Leases and residency agreements with residents of the Facilities, and each of the Master Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each the Operating Lease is a “true lease” for all purposes of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no none of the Master Lease or the Operating Lease or any Non-Material Lease constitutes a financing or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is (other than Maryland Borrower) and Maryland Owner are the owner owners and lessor lessors of landlord’s interest in the Operating Lease and the Operating Lease GuarantyMaster Lease. CurrentlyExcept as set forth on Schedule 4.1.26, to Borrower’s knowledge, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (Master Lease and not a possessory interest), hotel guests. Each the Operating Lease and except for the occupancy and related residency rights of residents at the Facilities and any Non-Material Lease. The Master Lease and each Operating Lease Guaranty is in full force and effect and there are no material events of default thereunder by any party thereto (a) in the case of the Master Lease, either Mortgage Borrower (other than Maryland Borrower) and Maryland Owner or Master Tenant or (b) in the case of each Operating Lease, either the Master Tenant or the applicable Operator, and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a material default thereunder. No Rent under the Master Lease or any Operating Lease has been paid more than one (1) month in advance of its due date date, and no Rents or charges under the Master Lease or any Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer Transfer of the Master Lease or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement)thereunder. No Operating Company Master Tenant has not assigned the Operating Master Lease or and has not sublet all or any portion of any Individual Property except pursuant to the Operating Lease. Neither Master Tenant, nor to Borrower’s or Master Tenant’s knowledge, any other Person, has a right or option pursuant to the Master Lease or otherwise to purchase all or any part of any Individual Property, except as expressly provided in the Master Lease upon the occurrence of a Casualty or Condemnation. No Operator has assigned its Operating Lease and, other than pursuant to a Non-Material Lease, sublet all or any portion of any Individual Property except to residents of the applicable Facility, and the terms hereofOperators do not hold any Individual Property under assignment and no Person (except the Operator, its employees and residents of the applicable Facility and, in the case of any Non-Material Lease, the tenant thereunder) occupies any Individual Property. No Operator, nor to Borrower’s knowledge any other Person, has a right or option pursuant to such Operating Lease or otherwise to purchase all or any part of any Individual Property, except as may be expressly provided in the Operating Lease upon the occurrence of a Casualty or Condemnation.

Leases. (a) The Operating Leases (An accurate and complete Rent Roll as amended and restated on of the date hereof, and together with any certificates and notifications entered into of inclusion of each Unencumbered Asset Pool Property in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, Unencumbered Asset Pool with respect to those Operating all Leases of any portion of the Unencumbered Asset Pool Properties has been provided to the Agent. The Leases previously delivered to Agent as described in the preceding sentence constitute as of the date thereof the sole agreements relating to Swap Properties, on leasing or licensing of space at such Unencumbered Asset Pool Property and in the Swap Closing Date) are true, correct, accurate and complete copies Building relating thereto. As of the date of delivery of such documents Rent Roll upon inclusion of a Unencumbered Asset Pool Property in the Unencumbered Asset Pool, no tenant or licensee under any Lease is entitled to any 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 effect on the date hereof and constitute the entire agreement between the parties thereto with respect to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documentsRent Roll. Except as set forth on in Schedule X6.22, the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes reflected therein are, as of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and date of inclusion of the applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest Unencumbered Asset Pool Property in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. CurrentlyUnencumbered Asset Pool, 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 Operating Lease, any other space Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is in full force and effect in accordance with their respective terms, without any payment default or to the knowledge of the Borrower and the Guarantors any other material default thereunder, nor to the knowledge of the Borrower and the Guarantors are there are no any defenses, counterclaims, offsets, concessions or rebates available to any tenant or licensee thereunder, and except as reflected in Schedule 6.22, the Borrower has not given or made, any notice of any payment or other material events of default thereunder by default, or any party thereto and there are no conditions thatclaim, which remains uncured or unsatisfied, with respect to any of the passage Leases, and to the knowledge of time the Borrower and the Guarantors there is no basis for any such claim or the giving notice of notice, material default by tenant or both, would constitute such a default thereunderlicensee. No Rent under any Operating Lease has been paid more property other than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or Unencumbered Asset Pool Properties which is the subject of the Rents applicable Lease is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease. The Borrower or a Subsidiary Guarantor is the holder of the lessor’s, landlord’s or licensor’s interest in and to all of the Leases of the Unencumbered Asset Pool Properties owned by it, except pursuant to that both a Subsidiary Guarantor and Borrower hold the Mortgage and Assignment of Leases (as such term is defined lessor’s, landlord’s or licensor’s interests in the Mortgage Loan agreements described in the definition of “Nokia Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereof” in §1.1.

Leases. (a) The Operating Leases (as amended and restated on the date hereofBorrower shall, and or shall cause Property Owner to, furnish Lender with executed copies of all Major Leases, together with any certificates a detailed breakdown of income and notifications entered into in connection cost associated therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, with respect to those Operating . All Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate and complete copies of such documents as in effect on executed after the date hereof and constitute renewals or amendments of Leases after the entire agreement between the parties thereto date hereof must be entered into on an arms-length basis with respect Tenants whose identity and creditworthiness are appropriate for tenancy in a property of comparable quality and nature to the subject matter therein applicable Mortgaged Property, must provide for rental rates and there other economic terms which, taken as a whole, are no written agreements modifyingat least equivalent to then-existing market rates, amendingbased on the applicable market, supplementing or restating and must contain terms and conditions that are commercially reasonable (in each case, unless Lender consents to such documents. Except as set forth on Schedule XLease in its sole discretion); provided, however, that the Properties are foregoing limitations and consent rights shall not subject apply to any space Leases other than renewal or amendment of any existing Lease which Property Owner or TRS Lessee is obligated to execute and deliver after the Operating Lease date hereof in accordance with the terms and space Leases providing for occupancy conditions of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes such existing Lease, in each case, to the extent the terms of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing such renewal or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to amendment are dictated by the provisions of such existing Lease. All new Leases must provide that they are subject and subordinate to any current or future mortgage financing on the Operating LeaseMortgaged Properties and that the Tenants agree to attorn to any foreclosing mortgagee at such mortgagee’s request, any other space Leases listed on Schedule X or permitted hereunder andprovided, with respect to that the foregoing subordination and attornment obligations may be conditioned upon the receipt from Mortgage Lender of a right to occupancy only (subordination, non-disturbance and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is attornment agreement substantially in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant form attached as Exhibit B to the Mortgage Loan Agreement and Assignment with such changes as may be commercially reasonably requested by Tenant. To the extent any such Tenant’s subordination and attornment obligations under any such new Lease are conditioned on the receipt of Leases a subordination, non-disturbance and attornment agreement from Mortgage Lender, Borrower shall, or shall cause Property Owner to, pay all reasonable, out-of-pocket costs and expenses (as including attorney’s fees) of Lender and Mortgage Lender incurred in connection with the preparation, negotiation, execution and delivery of such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease subordination, non-disturbance and the terms hereofattornment agreement.