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. (b) The Properties are not subject to any space Leases other than the Leases described in Schedule X attached hereto. Operating Company is the owner and lessor of landlord’s interest in all such space Leases. No Person has any possessory interest in any Individual Property except under and pursuant to the provisions of the space Leases, and no Person has any right to occupy any portion of any Individual Property except under and pursuant to the provisions of the space Leases and hotel guests. The current space Leases are in full force and effect and, except as shown in Schedule X attached hereto, to Borrower’s knowledge, there are no material defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. No Rent has been paid more than one (1) month in advance of its due date. Except as shown in Schedule X attached hereto, all work to be performed by Mortgage Borrower (or Operating Company) under each space Lease has been performed as and to the extent required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Mortgage Borrower (or Operating Company) to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any space Lease or of the Rents received therein which is still in effect. To Borrower’s knowledge, except as shown on Schedule X, no tenant listed on Schedule X has assigned its space 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 space Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. No tenant under any space Lease has any right or option for additional space in the Improvements except pursuant to such tenant’s space 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, 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. (b) The Properties are not subject to any space Leases other than the Leases described in Schedule X attached hereto. Operating Company is the owner and lessor of landlord’s interest in all such space Leases. No Person has any possessory interest in any Individual Property except under and pursuant to the provisions of the space Leases, and no Person has any right to occupy any portion of any Individual Property except under and pursuant to the provisions of the space Leases and hotel guests. The current space Leases are in full force and effect and, except as shown in Schedule X attached hereto, to Borrower’s knowledge, there are no material defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. No Rent has been paid more than one (1) month in advance of its due date. Except as shown in Schedule X attached hereto, all work to be performed by Mortgage Borrower (or Operating Company) under each space Lease has been performed as and to the extent required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Mortgage Borrower (or Operating Company) to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any space Lease or of the Rents received therein which is still in effect. To Borrower’s knowledge, except as shown on Schedule X, no tenant listed on Schedule X has assigned its space 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 space Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. No tenant under any space Lease has any right or option for additional space in the Improvements except pursuant to such tenant’s space Lease.

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 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) Seller validly holds the Leases set forth on Exhibit A. The Operating information set forth on Exhibit A is true and correct. True and complete copies of the Leases, together with all amendments, waivers and notices thereto (whether written or oral), have been provided to Purchaser. Assuming compliance of the Leases and the actions and inactions of Lessors with the Communications Act of 1934, as amended, and FCC Rules, and assuming compliance by Seller with FCC control requirements, including Section 310 of the Communications Act of 1934 and the implementing FCC Rules, the Leases are in full force and effect, are free from any claims, liabilities or Liens and are unimpaired by any acts or omissions of Seller, its agents, assignees and licensees. Subject to FCC control requirements, Seller has valid leasehold interests in the Leases and, assuming the grant of required Consents, will effectively convey to Purchaser valid leasehold interests in all of the Leases. Assuming compliance by Seller and Lessors with FCC control requirements, Seller's operations and activities pursuant to the Leases since January 28, 2004 have been at all times conducted in material compliance with the Communications Act of 1934, as amended, and the FCC Rules. (b) Seller has paid all taxes and other charges due from Seller and assessed against the Assets, including but not limited to, against any EBS transmission facilities. Seller has also paid all other taxes, assessments and fees due from Seller as amended and restated a result of the use of capacity on the date hereof, and together with any certificates and notifications entered into in connection therewith) Channels by Seller and the Operating Lease Guaranty provided provision of services by Seller or any of Seller's sublessees over the Channels, including but not limited to Lender on any regulatory fees and required contributions to the Original Closing Date (orUniversal Service Fund under the Telecommunications Act of 1996 and the FCC Rules, except for taxes, assessments or fees, if any, with respect to those Operating services provided by Lessors to Lessors themselves and to any educational institution or not-for-profit organization or site with which Lessors are working in furtherance of educational goals approved by Lessors. (c) Exhibit A identifies all Leases relating which require the consent of a party thereto in order to Swap Propertiesbe assigned to Purchaser in the Transactions. Seller has not assigned, pledged, transferred, or otherwise disposed of or granted any Lien on its rights and interests under any of the Swap Closing Date) are trueLeases to any other Person, correctnor, 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 knowledge of Seller, has Lessor assigned, transferred, or otherwise disposed of any of its rights, title and there are no written agreements modifyinginterests thereunder. Neither Seller nor, amendingto the knowledge of Seller, supplementing any other party to any of the Leases has failed to materially comply with or restating such documentsis in material breach or material default thereunder. 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 3.5 of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal RequirementsDisclosure Schedule, and no Operating Lease constitutes a financing or conveys any interest in to the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor knowledge of landlord’s interest in the Operating Lease and the Operating Lease Guaranty. CurrentlySeller, no Person condition exists or event has any possessory interest in any Individual Property or right to occupy the same except under occurred and pursuant to the provisions of the Operating Lease, any other space Leases listed on Schedule X or permitted hereunder andis continuing which, 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 or without the passage lapse of time or the giving of notice, or both, would constitute a material default by any party under any Lease or give rise to any Lien or right of termination, suspension, modification, cancellation, prepayment or revocation against Seller under any such Lease. Seller has not received any notice of termination, or intent to terminate, with respect to any Lease, and to the knowledge of Seller after due inquiry, no party to any Lease has made a default threat to Seller to terminate any Lease. Other than the Leases, Seller is not a party to any material contracts relating to the Assets for which Purchaser could be liable for performance 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 None of the Rents except pursuant to the Mortgage and Assignment Leases are with any Person that is an officer, director, stockholder, member (or family member of Leases (as such term is defined in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease Person) or sublet all or any portion Affiliate of any Individual Property except pursuant to the Operating Lease and the terms hereofSeller.

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 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 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. 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 (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 (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 a Tenant (a “New Lease”) or, to the extent the same would cause a Material Adverse Effect, consent to the assignment of, modify or terminate any certificates 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 notifications entered 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 connection therewithsuch location for the entire term of such New Lease and (ii) and with respect to each Borrowing Base Property, after giving effect to any New Lease, the Operating Lease Guaranty provided to Lender 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, as such amount is set forth on Schedule XV (such limitation for each Borrowing Base Property, the Original Closing Date (or“Leasing Threshold”); provided, however, with respect solely to those Operating 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 New Lease, but only with the prior written consent of 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 same neighborhood as such Borrowing Base Property and (B) provides that the demised premises thereunder shall only be used for retail purposes or services ancillary to the operation of the Four Seasons Washington, D.C. (b) Upon the execution of any New Lease Borrower shall deliver to Administrative Agent an executed copy of the New Lease. (c) Borrower shall, and shall cause each Borrowing Base Entity to, (i) promptly perform and observe all of the material terms, covenants and conditions required to be performed and observed by Borrower and such Borrowing Base Entities under the Leases relating and the REAs, if the failure to Swap Propertiesperform or observe the same would have a Material Adverse Effect and (ii) exercise, on within ten (10) Business Days after a written request by Administrative Agent, any right to request from the Swap Closing Date) are trueTenant under any Lease, correct, accurate and complete copies of such documents as in effect on or the date hereof and constitute the entire agreement between the parties thereto party to any REAs a certificate with respect to the status thereof. (d) All New Leases entered into by Borrower and any Borrowing Base Entities after the Third Amendment Closing Date shall by their express terms be subject matter therein and there are no written agreements modifyingsubordinate to this Agreement and the First Lien Mortgages (through a subordination provision contained in such Lease or otherwise) and shall provide that if Administrative Agent agrees to a Non-Disturbance Agreement pursuant to Section 7.1.32(f), amending, supplementing the Person holding any rights thereunder shall attorn to Administrative Agent or restating such documents. Except as any other Person succeeding to the interests of Administrative Agent upon the exercise of its remedies hereunder or any transfer in lieu thereof on the terms set forth on Schedule Xin this Section 7.1.32. (e) Each New Lease entered into from and after the Third Amendment Closing Date shall provide that in the event of the enforcement by Administrative Agent of any remedy under this Agreement or the First Lien Mortgages, if Administrative Agent agrees to a Non-Disturbance Agreement pursuant to Section 7.1.32(f), the Properties are Tenant under such Lease shall, at the option of Administrative Agent or of any other Person succeeding to the interest of Administrative Agent as a result of such enforcement, attorn to Administrative Agent or to such Person and shall recognize Administrative Agent or such successor in the interest as lessor under such Lease without change in the provisions thereof; provided, however, Administrative Agent or such successor in interest shall not be liable for or bound by (i) any payment of an installment of rent or additional rent made more than thirty (30) days before the due date of such installment, (ii) any act or omission of or default by Borrower or the applicable Borrowing Base Entity under any such Lease (but the Administrative Agent, or such successor, shall be 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 continuing obligations of the Bankruptcy Code (including Section 365(d) landlord to the extent arising from and 502(b)(6) thereof) and applicable Legal Requirementsafter such succession to the extent of Administrative Agent’s, and no Operating Lease constitutes a financing or conveys any such successor’s, interest in the Properties Borrowing Base Property), (iii) any credits, claims, setoffs or defenses which any Tenant may have against Borrower or the applicable Borrowing Base Entity, (iv) any obligation under such Lease to maintain a fitness facility at the Borrowing Base Property, (v) any obligation on Borrower’s or the applicable Borrowing Base Entity’s part, pursuant to such Lease, to perform any tenant improvement work or (vi) any obligation on Borrower’s or the applicable Borrowing Base Entity’s part, pursuant to such Lease, to pay any sum of money to any Tenant. Each such New Lease shall also provide that, upon the reasonable request by Administrative Agent or such successor in interest, the Tenant shall execute and deliver an instrument or instruments confirming such attornment. (f) Administrative Agent on behalf of the Lenders shall enter into, and, if required by applicable law to provide constructive notice or requested by a Tenant, record in the county where the subject Property is located, a subordination, attornment and non-disturbance agreement, substance substantially similar to the form attached to this Agreement as Exhibit L (a “Non-Disturbance Agreement”), with any Tenant (other than the leasehold interest therein demised thereby. Mortgage an Affiliate of Borrower is the owner and lessor of landlord’s interest in the Operating or a Borrowing Base Entity) entering into a 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 andor otherwise consented to by Lender within ten (10) Business Days after written request therefor by Borrower, provided that such request is accompanied by an officer’s certificate stating that such Lease complies in all material respects with respect to a right to occupancy only (this Section 7.1.32. All reasonable third party costs and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is expenses incurred by Administrative Agent in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, connection with the passage of time or the giving of noticenegotiation, or bothpreparation, 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 execution 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 delivery of any Operating LeaseNon-Disturbance Agreement, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage including, without limitation, reasonable attorneys’ fees and Assignment of Leases disbursements, shall be paid by Borrower (as such term is defined in the Mortgage Loan Agreementadvance, if requested by Lender). 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 rent roll attached hereto as Exhibit C (the “Rent Roll”) is true, correct and complete and there are no Leases (as amended and restated affecting the Property except those Leases identified on the date hereof, and together with any certificates and notifications entered into in connection therewith) Rent Roll and the Operating Lease Guaranty provided Master Lease. 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 correct and complete copies of such documents as in effect on all existing Leases, including all existing modifications and amendments, and including all existing Lease Guaranties (collectively, “Existing Leases”). To the date hereof and constitute the entire agreement Borrower’s knowledge, all agreements between the parties thereto with respect landlord and Tenant or between the landlord and any guarantor pertaining to any of such Leases are set forth in writing and are included in such copies that have been so delivered. (b) There are no defaults by Borrower under the subject matter therein and Existing Leases. To the best knowledge of Borrower, there are no written agreements modifyingdefaults by any Tenants under the Existing Leases nor by any guarantors under the existing Lease Guaranties. The Existing Leases, amendingincluding the existing Lease Guaranties, 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 effect. (c) To the best knowledge of default thereunder Borrower, none of the Tenants now occupying 10% or more of the rentable space at the Property or having a current Lease affecting 10% or more of such rentable space is the subject of any bankruptcy, reorganization or insolvency proceeding or any other debtor-creditor proceeding. (d) No Existing Lease may be amended, terminated or canceled unilaterally by any party thereto and there are no conditions thata Tenant, except for the Leases with the passage Tenants set forth in Schedule 4.1.16(d) attached hereto, each of time which contains a unilateral termination right in favor of the respective Tenant, and no Tenant may be released from its obligations, except in the event of material casualty or Condemnation. (e) Except only for rent and additional rent for the giving current month, Borrower has not accepted any payment of notice, or both, would constitute such a default thereunder. No Rent under any Operating Lease has been paid rent 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 nor any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined security deposit 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 hereofan amount exceeding one month’s rent.

Leases. With respect to each Participating Property, the information regarding the leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants referenced under the captions “Business and Properties – Tenant Diversification” and “Business and Properties – Existing Property Portfolio” in the Prospectus (athe “Leases”) The Operating Leases (as amended and restated on the date hereof, and together with any certificates and notifications entered into is accurate in connection therewith) all material respects and the Operating information regarding the expiration dates of the Leases included under the caption “Business and Properties-Lease Guaranty provided Expirations” is accurate in all material respects. The Property Owner that owns fee or leasehold title to Lender on the Original Closing Date underlying Participating Property (or, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date“Holder”) are true, correct, accurate holds the lessor’s interest under such Leases; a true and complete copies copy of all such documents Leases have been made available to the Operating Partnership; to Contributors’ Knowledge, such Leases are in full force and effect, except as indicated otherwise in the Disclosure Schedule, the Prospectus or in any estoppel certificate made available or delivered to the Operating Partnership prior to the Closing (“Estoppel”); the Holder, as lessor under such Leases, has not received any notice that it is in default of any of its obligations under such Leases beyond any applicable grace period which has not been cured; to Contributors’ Knowledge, except as set forth in the Disclosure Schedule or any Estoppel, no tenant is in default under any Lease except to the extent such default would not have a Material Adverse Effect; fixed rent and additional rent are being billed to the tenants in accordance with the Leases, as applicable; no tenant is entitled to “free” rent, rent concessions, rebates, rent abatements, set-offs, or offsets against rent except as set forth in the Lease with such tenant or in such Tenant’s Estoppel and no tenant under any such Lease claims a right to any of the foregoing, except as set forth in the Disclosure Schedule, the Prospectus or in any Estoppel; the Holder has received no written notice that any tenant under any such Lease contests its pro rata share of tax increases as required by its Lease or that any tenant contests any rent, escalation or other charges billed to it, except as set forth in the Disclosure Schedule, the Prospectus or in any Estoppel; no assignment of the Property Owner’s rights under any Lease is in effect on the date hereof and constitute the entire agreement between the parties thereto with respect other than collateral assignments to the subject matter therein and there are no written agreements modifyingsecure mortgage or mezzanine indebtedness; and, amending, supplementing or restating such documents. Except except as set forth on Schedule Xin the Disclosure Schedule, 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 Prospectus 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 andEstoppel, with respect to any Leases entered into by such Holder, no brokerage commissions will be due upon the failure of any tenant under any such Lease to exercise any cancellation right granted in its Lease or upon any extension or renewal of such Leases. To the Contributors’ Knowledge, except as set forth in the Disclosure Schedule, the Prospectus or in any Estoppel, all material obligations of the lessors under the Leases that have accrued to the date hereof have been performed or satisfied. To Contributors’ Knowledge, except as set forth in the Disclosure Schedule, the Prospectus or in any Estoppel, no tenants under any of the Leases is presently the subject of any voluntary or involuntary bankruptcy or insolvency proceedings. To Contributors’ Knowledge, the Disclosure Schedule lists all material leasing or brokerage agreements between each Property Owner and any third party broker pursuant to which a right to occupancy only (and not a possessory interest), hotel guests. Each Operating Lease and Operating Lease Guaranty is Property Owner has or will have liability for unpaid leasing commissions in full force and effect and there are no material events of default thereunder by any party thereto and there are no conditions that, connection with the passage of time Leases, and each Property Owner has performed or satisfied all material obligations as 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 owner of its due Property owed through the date and no Rents hereof under each applicable leasing 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 hereofbrokerage agreement.

Leases. (a) The Operating Leases rent rolls attached hereto as Exhibit A (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 Propertiesthe applicable Individual Property, on the Swap Closing Date“Rent Roll”) are true, correctcorrect and complete and there are no Leases affecting the Property except those Leases identified on the Rent Roll. Borrower has delivered to Lender true, accurate correct and complete copies of all existing Leases, including all existing modifications and amendments, and including all existing Lease Guaranties (collectively, “Existing Leases”). All agreements between the landlord and Tenant or between the landlord and any guarantor pertaining to any of such documents Leases are set forth in writing and are included in such copies that have been so delivered. (b) There are no defaults by Borrower under the Existing Leases. To the best knowledge of Borrower, there are no defaults by any Tenants under the Existing Leases nor by any guarantors under the existing Lease Guaranties. The Existing Leases, including the existing Lease Guaranties, are in full force and effect. (c) To the best knowledge of Borrower, none of the Tenants now occupying 10% or more of the rentable space at the Property or having a current Lease affecting 10% or more of such rentable space is the subject of any bankruptcy, reorganization or insolvency proceeding or any other debtor-creditor proceeding. (d) Except as otherwise set forth in effect on the Existing Leases, no Existing Lease may be amended, terminated or canceled unilaterally by a Tenant, and no Tenant may be released from its obligations, except in the event of material Casualty or Condemnation. (e) Except only for rent and additional rent for the current month, Xxxxxxxx has not accepted any payment of rent more than one month in advance of its due date, nor any security deposit in an amount exceeding one month’s rent. 156506983 (f) Borrower has delivered to Lender a true, correct and complete copy of the standard form of Lease used at the Property 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 documents. “Lender-Approved Lease Form”). (g) Except as set forth on Schedule X3.17, 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 each 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 compliance with all provisions regarding exclusivity 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 use 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 each Existing 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 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 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 Borrower has delivered to the Administrative 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 Administrative 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 4.20 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 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 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 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 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 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 (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 (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 complete Rent Roll and notifications entered into Lease Summary 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, Collateral 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. No Major Tenant is entitled to any free rent, on the Swap Closing Date) are truepartial rent, correctrebate of rent payments, accurate and complete copies of credit, offset or deduction in rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in 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 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 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. CurrentlyCollateral, 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 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 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 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 Other than the Lease and restated on the date hereofSubmerged Land Lease, and together with any certificates the Marina “floating dock rental agreements” and notifications “boat slip rental agreements” provided to Purchaser under separate cover (collectively, the “Consolidated Leases”), there are no leases entered into by the Partnership or Subsidiaries of real and personal property. The Consolidated Leases have not been modified or amended except as disclosed to Purchaser or in connection therewith) this Agreement The Spa Sublease does not involve a Subsidiary of Seller. Grove Hotel Partners, the tenant under the Lease, is in default of its obligations as reflected in the letters and documents attached hereto as Exhibit “H” and made a part hereof. To Seller’s Knowledge, there is no default under 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 Submerged Land Lease. With respect to the subject matter therein Marina rental agreements described in the first sentence above, Seller has provided Purchaser with information as to each tenant or renter. The State of Florida is aware of the sale of boat slips in the Marina because of annual filings by Yacht Club Associates. As of Closing, Seller certifies to Purchaser as follows: (i) That the Consolidated Leases have not been modified or amended except as disclosed to Purchaser in writing or in this Agreement; (ii) The rent, additional rent and there are no written agreements modifyingother charges payable: (i) by Grove Hotel Partners as of November 1, amending, supplementing or restating such documents. Except 2012 (as to base rent and real estate taxes) is as set forth on Schedule XExhibit “I” attached hereto; and (ii) by the Partnership and Yacht Club Associates under the Submerged Land Lease is as set forth on Exhibit “J” attached hereto; and (iii) by tenants under the Marina “floating dock rental agreements” and “boat slip rental agreements” is as set forth on Exhibit “K” attached hereto are true and correct in all material respects; (iii) To Seller’s Knowledge, except as disclosed to Purchaser in writing or in Exhibit “K” to this Agreement, the Properties are tenants under the Consolidated Leases have no offsets or claims of any kind whatsoever against rent or additional rent payable thereunder or any defenses to their obligations under the Consolidated Leases; (iv) To Seller’s Knowledge and except as disclosed to Purchaser in this Agreement, Seller is not subject to any space in default under the Consolidated Leases and, 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, the Consolidated Leases are in good standing; and (v) To Seller’s Knowledge and except as disclosed to Purchaser in writing, the tenants under the Marina “floating dock rental agreements” and “boat slip rental agreements” have no claims against Seller or the Subsidiaries for any other space Leases listed on Schedule X or permitted hereunder defaults thereunder and, with respect except as disclosed to a right to occupancy only (and Purchaser or in this Agreement, have 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 prepaid 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 hereofcharges.

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 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 Lease, (ii) be on commercially reasonable terms, (iii) provide that such Lease is subordinate to the Mortgage and 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 matter therein 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 there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties terminations of existing Leases that are not Major Leases and (y) enter into new Leases that are not Major Leases. Lender shall execute and deliver a Subordination Non-Disturbance and Attornment Agreement in the 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. All Leases that are not Major Leases which provide for tenant improvements, tenant allowances and leasing commissions, in the 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 delayed. Moreover, it shall be reasonable for Lender to withhold its approval of any space Leases other than Lease which provides for an excess of $50.00 per rentable square foot for tenant improvements, tenant allowances and leasing commissions in the Operating Lease and space Leases providing 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 occupancy the payment of less than one hundred (100same) square feet. Each Operating Lease is a “true lease” for all purposes to fund such excess before Lender disburses same out of the Bankruptcy Code various Reserve Funds. (including Section 365(db) Borrower (i) shall observe and 502(b)(6perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) thereof) shall use commercially reasonable efforts to enforce the terms, covenants and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest conditions contained in the Properties other than Leases upon 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 part of the Operating Leaselessee thereunder to be observed or performed in a commercially reasonable manner, any other space Leases listed on Schedule X provided, however, Borrower shall not terminate or permitted hereunder andaccept a surrender of a Major Lease without Lender’s prior approval which approval shall not be unreasonably withheld, with respect delayed or conditioned provided further, however, that it shall not be unreasonable for Lender 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 withhold its approval if the passage of time Senior Mezzanine Lender or the giving Junior A Mezzanine Lender or the Junior B Mezzanine Lender (or any holder of noticeany loan which refinanced such mezzanine loans) do not approve such termination or surrender, or both, would constitute such a default thereunder. No Rent under (iii) shall not collect any Operating Lease has been paid of the Rents more than one (1) month in advance (other than security deposits and lease termination payments permitted under Leases permitted hereunder); (iv) shall not execute any assignment of its due date and no Rents lessor’s interest in the Leases 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 as contemplated by the Loan Documents); and (v) shall hold all security deposits under all Leases in accordance with Legal Requirements. Upon request, Borrower shall furnish Lender with executed copies of all Leases. (c) Notwithstanding anything to the contrary contained in this Section 4.1.9: (i) whenever Lender’s approval or consent is required pursuant to the Mortgage and Assignment provisions of Leases (as this Section 4.1.9, Borrower shall have the right to submit a term sheet for any Major Lease or any renewal, modification or amendment thereof to Lender for Lender’s approval, such approval not to be unreasonably withheld, delayed or conditioned. Any such term is defined sheet submitted to Lender shall set forth all material terms of the proposed Major Lease (or renewal, modification or amendment thereof) including, without limitation, identity of tenant, square footage, term, rent, rent credits, abatements, work allowances and tenant improvements to be constructed by Borrower and include a request containing a legend in bold letters stating that upon Lender’s failure to respond within ten (10) Business Days the lease transaction described in the Mortgage Loan Agreement)term sheet shall be deemed consented to and approved. No Operating Company has assigned the Operating Lease Lender shall respond within ten (10) Business Days after Lender’s receipt of Borrower’s written request for approval or sublet all consent of such term sheet. If Lender fails to respond to such request within ten (10) Business Days, Lender shall be deemed to have approved or any portion of any Individual Property except consented to such term sheet; (ii) whenever Lender’s approval or consent is required pursuant to the Operating provisions of this Section 4.1.9 for any matter that Lender has not previously approved a term sheet pursuant to Section 4.1.9(c)(i) above, Lender shall respond within ten (10) Business Days after Lender’s receipt of Borrower’s written request for such approval or consent which contains a legend in bold letters stating that Lender’s failure to respond within ten (10) Business Days shall be deemed consent or approved. If Lender fails to respond to such request within ten (10) Business Days, Lender shall be deemed to have approved or consented to the matter for which lender’s consent or approval was sought; (iii) whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.1.9 for any matter that Lender has previously approved a term sheet pursuant to Section 4.1.9(c)(i) above, Lender shall respond within ten (10) Business Days after Lender’s receipt of Borrower’s written request for such approval or consent containing a legend in bold letters stating that Lender’s failure to respond within ten (10) Business Days shall be deemed consent or approval. If Lender fails to respond to such request within ten (10) Business Days, Lender shall be deemed to have approved or consented to the matter for which Lender’s consent or approval was sought. The ten (10) Business Day periods contained in this subsection (iii) shall be reduced to three (3) Business Days if the matter involves a new Major Lease or an amended and restated Major Lease, a term sheet is approved, a blacklined copy of the terms hereofnew document against the Approved Lease Form is delivered to Lender and an Officer’s Certificate is delivered to Lender, in each case indicating that the new document’s only differences with the Approved Lease Form are as reflected in the approved term sheet and those which do not materially adversely affect the Property, Borrower or Lender; (iv) in the event that Lender shall have approved (or be deemed to have approved) a term sheet submitted by Borrower with respect to a certain Lease, Lender shall not withhold its approval or consent with respect to such Lease on the basis of any provisions of such Lease dealing with the items contained in the approved term sheet or any other provisions which do not materially adversely affect the Property, Borrower or Lender; and (v) Borrower shall have the right, without the consent or approval of Lender in any instance, to terminate or accept a surrender of any Lease that is not a Major 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, 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. (b) The Properties are not subject to any space Leases other than the Leases described in Schedule X attached hereto. Operating Company is the owner and lessor of landlord’s interest in all such space Leases. No Person has any possessory interest in any Individual Property except under and pursuant to the provisions of the space Leases, and no Person has any right to occupy any portion of any Individual Property except under and pursuant to the provisions of the space Leases and hotel guests. The current space Leases are in full force and effect and, except as shown in Schedule X attached hereto, to Borrower’s knowledge, there are no material defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. No Rent has been paid more than one (1) month in advance of its due date. Except as shown in Schedule X attached hereto, all work to be performed by Mortgage Borrower (or Operating Company) under each space Lease has been performed as and to the extent required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Mortgage Borrower (or Operating Company) to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any space Lease or of the Rents received therein which is still in effect. To Borrower’s knowledge, except as shown on Schedule X, no tenant listed on Schedule X has assigned its space 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 space Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. No tenant under any space Lease has any right or option for additional space in the Improvements except pursuant to such tenant’s space Lease.

Leases. (a) The Operating 5.15.1 All Leases (as amended and restated on entered into by Borrower after the date hereofhereof shall be substantially in either the lease form in use for the Mortgaged Property at the time of the Closing or such other form of lease as may be approved in advance in writing by Collateral Agent (an "Approved Lease Form"), 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, that Collateral Agent shall not unreasonably withhold its approval with respect to those Operating changes in the Approved Lease Form. Without limiting the following sentence, all new Material Leases relating and all renewals of or amendments to Swap Propertiesexisting Material Leases shall be consistent in form and substance in all material respects with existing Leases. Any new Material Lease or renewal of an existing Material Lease shall be subject to the prior written approval of Collateral Agent, on the Swap Closing Datewhich approval may be withheld in Collateral Agent's sole and absolute, but which will be deemed granted if Collateral Agent has not responded within ten (10) are true, correct, accurate and complete copies of such documents as in effect on Business Days from the date hereof Collateral Agent receives such information and constitute materials concerning Borrower's request as Collateral Agent may reasonably request (and provided such proposed Lease is delivered to Collateral Agent with correspondence indicating in bold-type face that Collateral Agent's response is required under the entire agreement between Loan Documents within ten (10) Business Days). Borrower will not, without the parties thereto prior written consent of Collateral Agent, Modify any Material Lease (but Borrower may, upon prior written notice to Collateral Agent, terminate a Material Lease under which the Tenant is in material default beyond applicable notice, grace and cure periods). All tenants under all new Material Leases shall execute and deliver subordination, non-disturbance and attornment agreements with Collateral Agent on Collateral Agent's then current form or otherwise in form and substance satisfactory to Collateral Agent in its good faith discretion. 5.15.2 Borrower will duly and punctually perform all material covenants and agreements expressed as binding upon it under the Leases and other material agreements to which it is a party with respect to the subject matter therein Mortgaged Property or any part thereof, and there are no written agreements modifying, amending, supplementing will use commercially reasonable efforts to enforce or restating such documents. Except as set forth on Schedule X, secure the Properties are not subject to any space Leases other than the Operating Lease performance of each and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes every material obligation and undertaking of the Bankruptcy Code (including Section 365(d) respective parties under such Leases and 502(b)(6) thereof) and applicable Legal Requirementsother agreements, and no Operating Lease constitutes a financing Borrower will appear and defend, at its cost and expense, any action 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 proceeding arising under or in any Individual Property manner connected with (i) the Leases or right to occupy the same except under obligations and pursuant to undertakings of any lessee or other party thereunder, and (ii) such other agreements or the provisions obligations and undertakings 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 (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 Mortgagor shall not enter into any Major Leases (as amended and restated on without Mortgagee’s prior written consent in each instance. Furthermore, Mortgagor shall not have the date hereof, and together with any certificates and notifications entered right 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 Major Leases without Mortgagee’s prior written consent, unless such Lease complies with the Operating Lease following conditions: (i) the tenant thereunder is an independent third party unaffiliated with Mortgagor (except that Mortgagor may enter into Corporate Leases with Leading Apartments which are otherwise in compliance with the terms hereof); (ii) the Rents due and payable thereunder are equal to or greater than the fair market rental of the space Leases providing for occupancy of less than one hundred demised; and (100iii) square feet. Each Operating such Lease is on a “true lease” for standard lease form approved by Mortgagee, with no material changes. (b) Mortgagor shall pay, perform and discharge, as and when payment, performance and discharge are due, all purposes obligations of Mortgagor as landlord under all Leases. Mortgagor shall give Mortgagee prompt notice of any default by Mortgagor claimed by any tenant under any Lease, together with a copy of any notice of default given by any such tenant to Mortgagor. (c) Mortgagor shall enforce all covenants and agreements on the tenant’s part to be performed or complied with under each of the Bankruptcy Code Leases and on the guarantor’s part to be performed or complied with under any guaranty given in connection with any Lease. Mortgagor shall not, without the prior written consent of Mortgagee in each instance, cancel, terminate or accept the surrender of any Major Lease or waive or release any obligation or liability of any tenant under any Major Lease or of any guarantor under any guaranty thereof. (including Section 365(dd) Mortgagor shall not, without Mortgagee’s prior written consent in each instance, accept prepayment of rent under any Lease for more than thirty (30) days in advance or permit any tenant to offset or credit sums due and 502(b)(6payable by Mortgagor to such tenant against Rents. Mortgagor shall not create any lien or security interest which would be superior to the Leases or would, upon foreclosure, extinguish any of the Leases. (e) thereofMortgagor shall, at Mortgagor’s expense, appear in and defend any action or proceeding arising from or connected with any of the Leases or any obligation or liability of Mortgagor as landlord thereunder. Mortgagor shall diligently pursue all remedies, including, without limitation, claims for damages available at law or in equity against any tenant under a Lease or guarantor thereof and shall not settle or compromise any such claims without Mortgagee’s prior written consent in each instance. (f) Mortgagor shall, at any time and applicable Legal Requirementsfrom time to time upon request by Mortgagee, execute, acknowledge and no Operating Lease constitutes a financing or conveys any interest deliver to Mortgagee an assignment of the Leases, in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner form and lessor of landlordsubstance satisfactory to Mortgagee, transferring and assigning Mortgagor’s interest in the Operating Leases to Mortgagee. Mortgagor shall furnish to Mortgagee copies of all Leases requested by Mortgagee within ten (10) days following Mortgagee’s demand therefor. (g) Intentionally omitted. (h) Mortgagor shall not, without Mortgagee’s prior written consent, terminate any Major Lease. (i) No Lease and shall afford any tenant the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property right or right option 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 purchase any portion of the Premises, but if any Individual Property except Lease approved by Mortgagee contains a purchase right or purchase option in favor of the tenant, then any sums paid in connection with the exercise of such right or option shall be paid to Mortgagee, with prepayment charge, and applied in reduction of the sums hereby secured in such order as Mortgagee shall determine. (j) No more than 35 of the apartments in the Premises shall, at any one time, be leased pursuant to the Operating Lease and the terms hereofCorporate Leases.

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. (a) The Operating Borrower has delivered to the Agent true copies of the Leases (and any amendments thereto relating to each Borrowing Base Asset required to be delivered as amended a part of the Eligible Real Estate Qualification Documents. An accurate and restated on complete Rent Roll as of the date hereof, and together with any certificates and notifications entered into of inclusion of each Borrowing Base Asset 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 relating of any portion of the Borrowing Base Asset has been provided to Swap Properties, the Agent. The Leases reflected on the Swap Closing Date) are true, correct, accurate and complete copies such Rent Roll constitute as of such documents as in effect on the date hereof and constitute thereof 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 Asset and there are no written agreements modifying, amending, supplementing or restating such documentsin the Building relating thereto. Except as set forth reflected on such Rent Roll or 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 Asset in Borrowing Base Availability, in full force and effect in accordance with their respective terms, without basic rental payments or 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, except as expressly set forth in the applicable Leases or amendments thereto relating delivered to Agent as required by this Agreement, tenant improvement allowances, contributions or landlord construction obligations 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 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 Asset which is the subject of the applicable Lease, is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease. (b) The Borrower has delivered a true and correct copy of each Ground Lease and any amendments thereto with respect to a Borrowing Base Asset to the Agent and such Ground Leases have not been modified, amended or assigned (other than as set forth in such amendments delivered to Agent as hereinabove contemplated). There are no rights to terminate a Ground Lease with respect to a Borrowing Base Asset other than the applicable ground lessor’s right to terminate by reason of default, casualty, condemnation or other reasons, in each case as expressly set forth in the applicable Ground Lease. Each Ground Lease with respect to a Borrowing Base Asset is in full force and effect and no Rents breach or charges default or event that with the giving of notice or passage of time would constitute a breach or default under the Operating applicable Ground Lease with respect to a Borrowing Base Asset (a “Ground Lease Default”) exists or has occurred on the part of the Borrower or any Guarantor or on the part of the ground lessor under any such Ground Lease. The Borrower and the Guarantors have been waivednot received any written notice that a Ground Lease Default has occurred or exists, released or otherwise discharged that any ground lessor or compromisedany third party alleges the same to have occurred or exist. There Borrower or a Subsidiary Guarantor is the exclusive holder of the lessee’s interest under and pursuant to each Ground Lease with respect to a Borrowing Base Asset and has been no prior salenot assigned, transfer transferred or assignmentencumbered its interest in, hypothecation to, or pledge of any Operating under such Ground Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage for an encumbrance resulting from Liens which are expressly contemplated in §§8.2(i) and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement8.2(iv). 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) Except as disclosed on Schedule 4.36, and other than resident care agreements, service ------------- agreements for ancillary services or medical office agreements, no Mortgage Borrower has entered into any Leases or licenses of any of the Mortgage Facilities nor are there any unrecorded Leases pertaining to the Mortgage Facilities (other than resident care agreements, service agreements for ancillary services or medical office agreements). (b) Schedule 4.15 sets forth a complete list of all Facilities where any Borrower is a lessee or ------------- sublessee. The Operating leases or subleases pursuant to which Borrowers (other than Mortgage Borrowers) lease such Facilities (as lessee or sublessee, respectively), but excluding any such lease or sublease under which both the lessor (or sublessor) and lessee (or sublessee) are Borrowers, are collectively referred to as "Lessee Leases". (c) For all Leases (as amended and restated on the date hereofother than resident care agreements, and together with any certificates and notifications entered into in connection therewithservice agreements for ancillary services, or medical office agreements) and Lessee Leases currently in effect: (1) The Leases are in full force and effect and have not been materially modified except as disclosed on Schedule 4.36 or as permitted in Section 7.20; ------------- (2) There are no defaults by, or defenses or setoffs against, a Borrower under the Operating Lease Guaranty provided Leases or Lessee Leases that could reasonably be expected to Lender on the Original Closing Date (orhave a Material Adverse Effect nor, to Borrowers' best knowledge, is there any fact that, with respect the giving of notice or lapse of time or both, would constitute a default by a Borrower under the Leases or Lessee Leases that could reasonably be expected to those Operating Leases relating to Swap Properties, on the Swap Closing Datehave a Material Adverse Effect; (3) are true, correct, accurate and complete copies The sole ownership 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 landlord's interest in the Properties other than Leases is vested in a Borrower and the leasehold Leases have not been otherwise assigned or pledged; (4) The sole ownership of the entire tenant's interest therein demised thereby. in the Lessee Leases (and in those certain Leases under which a Mortgage Borrower is the owner and lessor of landlord’s interest its Affiliate is the tenant) is vested in the Operating Lease a Borrower and the Operating Lease Guaranty. Currently, no Person has any possessory interest in any Individual Property Lessee Leases (and those certain Leases under which a Mortgage Borrower is the owner and its Affiliate is the tenant) have not been otherwise assigned or right to occupy the same except under and pursuant to the provisions pledged; and (5) All rents or other payments required of the Operating Leasetenant under the Leases or of a Borrower under the Leases, any other space Leases listed on Schedule X or permitted hereunder anddue to date, 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 have been paid no more than one (1) month in advance of its due date advance, and no Rents or charges tenant under the Operating Lease have been waived, released or otherwise discharged or compromised. There Leases has been no prior sale, transfer granted any rent concession 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 hereofinducement whatsoever.

Leases. (a) The Operating Borrower has delivered to the Agent true copies of the Leases (and any amendments thereto relating to each Borrowing Base Asset required to be delivered as amended a part of the Eligible Real Estate Qualification Documents. An accurate and restated on complete Rent Roll as of the date hereof, and together with any certificates and notifications entered into of inclusion of each Borrowing Base Asset 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 Borrowing Base Asset 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 Borrowing Base Asset and in the Building relating thereto. Except as reflected on such Rent Roll or on Schedule 6.21 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 X6.21, the Properties Leases reflected therein are, as of the date of inclusion of the applicable Borrowing Base Asset in Borrowing Base Availability, in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are not subject there any defenses, counterclaims, offsets, concessions, rebates, tenant improvement allowances, contributions or landlord construction obligations available to any space Leases other than tenant thereunder, and, except as reflected in Schedule 6.21, neither 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 Borrower nor any Guarantor has given 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 Leasemade, any notice of any payment or other space Leases listed on Schedule X material default, or permitted hereunder andany 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 Asset which is the subject of the applicable Lease, is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease. (b) The Borrower has delivered a true and correct copy of each Ground Lease with respect to a Borrowing Base Asset to the Agent and such Ground Leases have not been modified, amended or assigned. There are no rights to terminate a Ground Lease with respect to a Borrowing Base Asset other than the applicable ground lessor’s right to occupancy only (and not a possessory interest)terminate by reason of default, hotel guestscasualty, condemnation or other reasons, in each case as expressly set forth in the applicable Ground Lease. Each Operating Ground Lease and Operating Lease Guaranty with respect to a Borrowing Base Asset is in full force and effect and there are no material events of breach or default thereunder by any party thereto and there are no conditions that, or event that with the giving of notice or passage of time would constitute a breach or default under the giving applicable Ground Lease (a “Ground Lease Default”) exists or has occurred on the part of noticethe Borrower or any Guarantor or on the part of the ground lessor under any such Ground Lease. The Borrower and the Guarantors have not received any written notice that a Ground Lease Default has occurred or exists, or both, would constitute such a default thereunderthat any ground lessor or any third party alleges the same to have occurred or exist. No Rent under any Operating Lease has been paid more than one (1) month in advance of its due date and no Rents A Borrower or charges under Subsidiary Guarantor is 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 exclusive owner of the Rents except lessee’s interest under and pursuant to the Mortgage each Ground Lease with respect to a Borrowing Base Asset and Assignment of Leases (as has not assigned, transferred or encumbered its interest in, to, or under 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 hereofGround 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 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. (b) The Properties are not subject to any space Leases other than the Leases described in Schedule X attached hereto. Operating Company is the owner and lessor of landlord’s interest in all such space Leases. No Person has any possessory interest in any Individual Property except under and pursuant to the provisions of the space Leases, and no Person has any right to occupy any portion of any Individual Property except under and pursuant to the provisions of the space Leases and hotel guests. The current space Leases are in full force and effect and, except as shown in Schedule X attached hereto, to Borrower’s knowledge, there are no material defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. No Rent has been paid more than one (1) month in advance of its due date. Except as shown in Schedule X attached hereto, all work to be performed by Borrower (or Operating Company) under each space Lease has been performed as and to the extent required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower (or Operating Company) to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any space Lease or of the Rents received therein which is still in effect. To Borrower’s knowledge, except as shown on Schedule X, no tenant listed on Schedule X has assigned its space 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 space Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. No tenant under any space Lease has any right or option for additional space in the Improvements except pursuant to such tenant’s space Lease.

Leases. Schedule “5.01(l)” includes a true, correct and complete list of all Leases, including a rent roll (athe “Rent Roll”) The Operating Leases that sets forth (as amended i) the name of each tenant occupying a unit at the Subject Premises pursuant to a Lease, (ii) the address or unit number of the unit leased by such tenant, (iii) the commencement and restated on expiration dates of such Lease, (iv) the date hereofmonthly rental payable under such Lease, and together with (v) the amount of any certificates security deposit and notifications entered into in connection therewith) other deposits, if any, paid by such tenant, and a report detailing the Operating Lease Guaranty provided current payment status, arrearages and charges applicable to Lender each such Lease. There are no other Leases, licenses or other occupancy agreements of all or any portion of the Subject Premises other than the Leases set forth on the Original Closing Date (orSchedule 5.01(l), with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate true and complete copies of each such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect Lease (including, without limitation all amendments, supplements or other modifications thereto) have been provided or made available 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 RequirementsBuyer, and no Operating each such Lease constitutes a financing (including, without limitation all amendments, supplements 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 modifications thereto) is in full force and effect and effect. As of Closing, there are will be no material events such Leases except for the Leases entered into pursuant to Section 7.01(b). Seller has not received or delivered any written notices from or to any of the tenants under the Leases asserting that either Seller or any such tenant, respectively, is in 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 of the respective Leases (other than defaults that have been cured in all material respects) and Seller is not aware of any such default (other than de minimis defaults in the ordinary course). Other than as set forth on the Rent Roll, no rent under any Lease has been paid more than one (1) month in advance of its due date date. No leasing or brokerage agreement with respect to the Subject Premises will be binding on Buyer other than that certain agreement between Seller (or its predecessor in interest) and no Rents Citi Habitats (to the extent of obligations of the Property owner first arising after the Closing) and all brokerage commissions that are or charges under will become due and payable with respect to the Operating initial term of each Lease reflected on the Rent Roll delivered at Closing 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 paid 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 hereoffull.

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 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 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 Closing are listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guests5.20 attached hereto. Each Operating such Lease and Operating Lease Guaranty is in full force and effect and there are is no material events of default thereunder by any party thereto and there are no conditions that, with the passage event has occurred or is occurring which after notice or lapse of time or both will result in such default, except for defaults which could not reasonably be expected to have a Material Adverse Effect. There is no consent, approval or withholding of objection required in connection with the giving execution, delivery and performance of noticeany such Lease, whether by any Governmental Authority, this Agreement or otherwise, or bothin connection with the consummation of the transactions contemplated thereby or hereby which has not been obtained and which is not in full force and effect, would constitute except in the case of the Leases between the Parent Company and Affiliates of Peabody Energy Corporation as described on Schedule 5.20. (b) (i) The Leases between the Parent Company and Peabody Energy Corporation in effect on the date of the Closing are listed on Schedule 5.20 attached hereto. Each such Lease is in full force and effect and there is no default thereunder and no event has occurred or is occurring which after notice or lapse of time or both will result in such default, other than a default thereunderor event which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Rent There is no consent, approval or withholding of objection required in connection with the execution, delivery and performance of any such Lease, whether by any Governmental Authority, this Agreement or otherwise, or in connection with the consummation of the transactions contemplated thereby or hereby which has not been obtained and which is not in full force and effect, except as described on Schedule 5.20. All sums due and owing from Peabody Energy Corporation pursuant to any of such Leases have been paid in full and Peabody Energy Corporation has performed all of its obligations under each such Lease. (ii) The Purchase and Sale Agreement dated as of December 19, 2002 (the "Purchase and Sale Agreement") by and among Peabody Energy Corporation, Eastern Associated Coal Corp., Peabody Natural Resources Company and the Parent Company is in full force and effect and there is no default thereunder and no event has occurred or is occurring which after notice or lapse of time or both will result in such default, other than a default or event which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There have been no amendments, waivers, consents or other modifications to the Purchase and Sale Agreement. There is no consent, approval or withholding of objection required under the Purchase and Sale Agreement with respect to the execution, delivery and performance of the Purchase and Sale Agreement, any Operating Lease referred to in clause (b)(i) above or this Agreement or the consummation of the transactions contemplated hereby or thereby. As of the date of the Closing, no "Change of Control" (as defined in the Purchase and Sale Agreement) has occurred and no "Change of Control Notice" (as defined therein) has been paid more than one delivered. (1iii) month The Reserve Substitution Agreement is in advance of its due date full force and effect and there is no default thereunder and no Rents event has occurred or charges is occurring which after notice or lapse of time or both will result in such default, other than a default or event which could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. There have been no amendments, waivers, consents or other modifications to the Reserve Substitution Agreement. There is no consent, approval or withholding of objection required under the Operating Lease Reserve Substitution Agreement with respect to the execution, delivery and performance of the Reserve Substitution Agreement or the consummation of the transactions contemplated thereby. As of the date of the Closing, there have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge substitutions of any Operating Lease, Operating Lease Guaranty or of the Rents except reserves made pursuant to the Mortgage and Assignment of Leases (as such term is defined in the Mortgage Loan Reserve Substitution 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 in all material respects as amended and restated on of the date hereofof inclusion of each Mortgaged Property in the Collateral with respect to all Leases of any portion of such Mortgaged Property has been provided to the Agent. The Leases set forth in such Rent Roll (and any other commercial leases separately identified to Lender) constitute as of the date thereof the sole material agreements relating to leasing or licensing of space at such Mortgaged Property and in the Building relating thereto. To the best of the Borrower’s knowledge, the Leases reflected therein are, as of the date of inclusion of the applicable Mortgaged Property in the Collateral, in full force and effect in accordance with their respective terms, without any payment default thereunder. 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 as may be specifically designated in the copies of the Leases furnished to the Agent or as otherwise disclosed to Agent in writing. (b) Each Outbound Ground Lease contains the entire agreement of the applicable Credit Party and the applicable owner of the leasehold interest in such Ground Leased Property (the “Outbound Ground Tenant”). The applicable Credit Parties and Outbound Ground Tenant have delivered a true and correct copy of each Outbound Ground Lease (together with any certificates and notifications entered into in connection therewithapplicable amendments thereto) 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, Agent and no Operating Outbound Ground Lease constitutes a financing has been modified, amended 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 assigned since last delivered 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 Agent. (and not a possessory interest), hotel guests. c) Each Operating Outbound Ground Lease and Operating Lease Guaranty is in full force and effect and, to the Parent Borrower’s and there are Subsidiary Credit Parties’ knowledge, no material events of breach or default thereunder by any party thereto and there are no conditions that, or event that with the giving of notice or passage of time or the giving of notice, or both, would constitute such a breach or default thereunder. No Rent under any Operating Outbound Ground Lease (an “Outbound Ground Lease Default”) exists or has occurred on the part of a Credit Party or on the part of an Outbound Ground Tenant under any Outbound Ground Lease. All ground rent and additional rent, if any, due and payable under each Outbound Ground Lease has been paid more than one (1) month in advance of its due date paid. Outbound Ground Tenant has no option or preferential right to purchase the applicable Ground Leased Property and no Rents right or charges interest with respect to the Ground Leased Property other than as Outbound Ground Tenant 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 Outbound Ground 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. (a) The Properties are not subject to any space Leases other than the Leases described in Schedule X attached hereto and space Leases permitted hereunder. Operating Company is the owner and lessor of landlord’s interest in all such space Leases. No Person has any possessory interest in any Individual Property except under and pursuant to the provisions of the space Leases, and no Person has any right to occupy any portion of any Individual Property except under and pursuant to the provisions of the space Leases and hotel guests. The current space Leases are in full force and effect and, except as shown in Schedule X attached hereto, to Borrower’s knowledge, there are no material defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. No Rent has been paid more than one (1) month in advance of its due date. Except as shown in Schedule X attached hereto, all work to be performed by Borrower (or Operating Company) under each space Lease has been performed as and to the extent required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower (or Operating Company) to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any space Lease or of the Rents received therein which is still in effect. To Borrower’s knowledge, except as shown on Schedule X, no tenant listed on Schedule X has assigned its space 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 space Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. No tenant under any space Lease has any right or option for additional space in the Improvements except pursuant to such tenant’s space Lease.

Leases. (a) The Operating rent roll attached hereto as Exhibit C (the “Rent Roll”) is true, correct and complete and there are no Leases (as amended and restated affecting the Property except those Leases identified on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided Rent Roll. 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 correct and complete copies of such documents as in effect on the date hereof all existing Leases, including all existing modifications and constitute the entire agreement amendments, and including all existing Lease Guaranties (collectively, “Existing Leases”). All agreements between the parties thereto with respect landlord and Tenant or between the landlord and any guarantor pertaining to any of such Leases are set forth in writing and are included in such copies that have been so delivered. (b) There are no defaults by Borrower under the subject matter therein and Existing Leases. To the best knowledge of Borrower, there are no written agreements modifyingdefaults by any Tenants under the Existing Leases nor by any guarantors under the existing Lease Guaranties. The Existing Leases, amendingincluding the existing Lease Guaranties, 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 effect. (c) To the best knowledge of Borrower, none of the Tenants now occupying 10% or more of the rentable space at the Property or having a current Lease affecting 10% or more of such rentable space is the subject of any bankruptcy, reorganization or insolvency proceeding or any other debtor-creditor proceeding. (d) No Existing Lease may be amended, terminated or canceled unilaterally by a Tenant, and there are no Tenant may be released from its obligations, except in the event of material events casualty or Condemnation or as expressly provided under such Existing Lease. (e) Except only for rent and additional rent for the current month or as otherwise set forth on the Rent Roll, Borrower has not accepted any payment 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 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 nor any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined security deposit 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 hereofan amount exceeding one month’s rent.

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) 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. Without Lender’s prior written consent, which may be granted or withheld in Lender’s sole discretion, Borrowers shall not enter into or modify, amend, supplement, terminate or cancel any Lease of all or any part of any Property. Any submission by Borrowers for Lender’s consent to a Lease or modification, amendment, supplement, termination or cancellation thereof shall be accompanied by a copy of such Lease (atogether with a comparison of such Lease against the Lease Form for the applicable Property, showing all proposed modifications to the Lease Form) The Operating Leases or modification, amendment, supplement, termination or cancellation, a then-current Rent Roll for the applicable Property, year-to-date and prior year operating statements for the applicable Property and a cover letter requesting Lender’s consent that contains a signature line on which Lender may evidence Lender’s consent to such Lease or modification, amendment, supplement, termination or cancellation (collectively, the “Lease Approval Deliveries”). Each Lease, and each modification, amendment, supplement, termination or cancellation of any Lease, shall be in writing. B. Notwithstanding the foregoing provisions of this Section 5.1.18, Borrowers shall have the right to enter into “Safe-Harbor Leases” (as amended and restated on hereinafter defined) without Lender’s prior written consent. A “Safe-Harbor Lease” shall mean any proposed market Lease that meets the following criteria: (i) such Lease provides for base rent in an amount that is greater than or equal to the base rent being paid for the space to be demised under such proposed Lease as of the date hereof, (ii) the rentable area to be demised pursuant to such proposed Lease which, when combined with any other space in the Property leased to Affiliates of the tenant under such proposed Lease, is less than 25,000 square feet, (iii) such proposed Lease shall be for a term of no less than three (3) years and no greater than fifteen (15) years, including any tenants extension options (other than one-year renewals), (iv) such Lease does not contain any options to purchase, rights of first refusal, rights of first offer, or other rights to acquire, the space demised pursuant to such Lease or all or any other portion of the applicable Property or interest therein, (v) such Lease does not contain any material restrictions on the landlord’s rights to lease any remaining portion of the Property not covered by such Lease, (vi) such Lease does not contain any extraordinary, uncustomary and unduly burdensome landlord obligations (including, without limitation, obligations that a landlord unaffiliated with Borrowers would have difficulty performing), (vii) such Lease is entered into on the standard form of Lease approved in writing by Lender, without material modification thereto and with such changes only as are necessitated by the business terms satisfying the requirements of this definition of “Safe-Harbor Lease” and other non-material changes that are commercially reasonable, and provided that such Lease conforms with the leasing guidelines and lease provisions hereunder and under the other Loan Documents, (viii) such Lease is entered into on arms-length terms with Persons that are not Affiliates of Borrowers, Guarantors or any other Borrowers Control Person, (ix) such Lease does not require the consent of the Permitted Mezzanine Lender under the Mezzanine Loan Documents, and (x) not later than the date that is ten (10) days following the execution of such Lease or a modification or amendment of a Safe-Harbor Lease, Borrowers shall provide Lender with a certified copy of such Lease or such modification or amendment of such Safe-Harbor Lease, together with (a) all other items required to be submitted with any certificates Lease as Lease Approval Deliveries, and notifications entered into in connection therewith(b) and the Operating Lease Guaranty provided a certificate from Borrowers certifying to Lender on that the Original Closing Date Lease (or, if applicable, such Lease together with respect to those Operating Leases relating to Swap Propertiessuch modification or amendment) is a Safe-Harbor Lease and that the Lease (or, on if applicable, such Lease together with such modification or amendment) satisfies 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 requirements set forth on Schedule Xherein to qualify as a Safe-Harbor Lease. For the avoidance of doubt, Borrowers may (without the Properties are not subject to prior written consent of Lender) enter into any space modification or amendment of any Safe-Harbor Leases other than the Operating so long as such Safe-Harbor Lease and space Leases providing for occupancy of less than one hundred (100) square feet. Each Operating Lease is shall remain a “true leaseSafe-Harbor 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 following such modification 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 hereofamendment.

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 rent roll attached hereto as Schedule 4.1.18 (the “Rent Roll”) is true, correct and complete and, to Borrower’s knowledge, there are no Leases (as amended and restated affecting the Property except those Leases identified on the date hereof, and together with any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided Rent Roll. 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 correct and complete copies of such documents as in effect on the date hereof all existing Leases, including all existing modifications and constitute the entire agreement amendments, and including all existing Lease Guaranties (collectively, “Existing Leases”). All agreements between the parties thereto with respect landlord and Tenant or between the landlord and any guarantor pertaining to any of such Leases are set forth in writing and are included in such copies that have been so delivered. (b) There are no defaults by Borrower under the subject matter therein and Existing Leases. To the knowledge of Borrower, there are no written agreements modifyingdefaults by any Tenants under the Existing Leases nor by any guarantors under the existing Lease Guaranties. The Existing Leases, amendingincluding the existing Lease Guaranties, 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 effect. (c) To the best knowledge of Borrower, none of the Tenants now occupying 10% or more of the rentable space at the Property or having a current Lease affecting 10% or more of such rentable space is the subject of any bankruptcy, reorganization or insolvency proceeding or any other debtor-creditor proceeding. (d) No Existing Lease may be amended, terminated or canceled unilaterally by a Tenant (other than as a result of a material default by Borrower as landlord thereunder or pursuant to a Tenant’s early termination right contained in such Existing Lease), and there are no material events Tenant may be released from its obligations, except in the event of default thereunder by Casualty or Condemnation. (e) Except only for rent and additional rent for the current month, Borrower has not accepted any party thereto and there are no conditions that, with the passage payment 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 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 nor any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined security deposit 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 hereofan amount exceeding one month’s rent.

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. (b) The Properties are not subject to any space Leases other than the Leases described in Schedule X attached hereto. Operating Company is the owner and lessor of landlord’s interest in all such space Leases. No Person has any possessory interest in any Individual Property except under and pursuant to the provisions of the space Leases, and no Person has any right to occupy any portion of any Individual Property except under and pursuant to the provisions of the space Leases and hotel guests. The current space Leases are in full force and effect and, except as shown in Schedule X attached hereto, to Borrower’s knowledge, there are no material defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. No Rent has been paid more than one (1) month in advance of its due date. Except as shown in Schedule X attached hereto, all work to be performed by Borrower (or Operating Company) under each space Lease has been performed as and to the extent required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower (or Operating Company) to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any space Lease or of the Rents received therein which is still in effect. To Borrower’s knowledge, except as shown on Schedule X, no tenant listed on Schedule X has assigned its space 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 space Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. No tenant under any space Lease has any right or option for additional space in the Improvements except pursuant to such tenant’s space Lease.

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 Collateral Property required to be delivered as in effect on a part of the Eligible Real Estate Qualification Documents as of the date hereof required under this Agreement. An accurate and constitute complete Rent Roll in all material respects as of the entire agreement between date of inclusion of the parties thereto applicable Real Estate as Collateral Property with respect to all Leases of any portion of the subject matter therein Collateral 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 Collateral 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 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 Leaseapplicable Real Estate as Collateral Property, 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, neither Borrower nor any Subsidiary of 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 Borrower and the Subsidiary Guarantors, there are is no material events basis for any such claim or notice of default thereunder by any party thereto and there are tenant. 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. No security deposit or advance rental or fee payment (more than two (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 Collateral 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 (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. (ai) The Operating Leases (as amended Except for the leases for any Trust Property or portion thereof and restated on any new leases entered into after the date hereofhereof (collectively, and together with any certificates and notifications entered into the "Partnership Leases"), all of which Partnership Leases which are 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 existence on the date hereof and constitute being listed on Schedule 11(s)(i), neither the entire agreement between Partnership nor any Subsidiary of the parties thereto with respect to Trust or the subject matter therein and there Partnership has entered into any contracts for the sale or leasing of any Trust Property or any portion thereof. There are no written agreements modifyingoutstanding rights of first refusal or options to purchase all or any portion of any Trust Property or rights of early termination by tenants other than by reason of casualty or condemnation except as set forth in Schedule 11(s)-1, amendingnone of which becomes exercisable solely by reason of the transactions contemplated by this Agreement, supplementing or restating such documentsand except for those rights and options pertaining to portions of any Trust Property constituting less than 5,000 square feet of gross leaseable area. Except as set forth on Schedule X11(s)-1, the Properties are exercise of termination rights by one or more tenants under Partnership Leases pursuant to rights to terminate for reasons other than casualty or condemnation or a default by the Partnership will not subject have a Trust Material Adverse Effect on the Trust Portfolio in the aggregate or the cash flow therefrom, taken in the aggregate. (ii) Subject to any space Leases the right of governmental and law enforcement authorities to enter a Trust Property for lawful business, as of the Closing, no persons or entities, other than the Operating Partnership and the tenants under the Partnership Leases and their permitted subtenants and licensees, shall have any right to the possession, use or occupancy of any Trust Property or any portion thereof for any reason whatsoever. (iii) Schedule 11(s)-2 (the "Trust Rent Roll") is true and correct in all material respects as of the date noted thereon and discloses all Partnership Leases. The Partnership Leases include all subleases, tenancies, licenses and other rights of occupancy or use for all or any portion of the Trust Property pursuant to which the Partnership or any Subsidiary of the Trust or of the Partnership is landlord or licensor, all as amended, renewed and extended to the date of the Trust Rent Roll, whether oral or written. There has been no material change in the information set forth in the Trust Rent Roll between the effective date of the Trust Rent Roll and date of Closing. The Trust Rent Roll specifies at least the following information as to each Lease: (A) a description (by rentable square feet) of the leased space; (B) the name of the current Tenant; (C) the expiration dates of the current term; and (D) the basic and additional Rents during the original and any renewal terms thereof and the extent of any delinquencies thereof and the period of delinquency. (iv) Each Security Deposit has been and is held (or applied) by the Partnership or its agent in compliance with the respective Partnership Lease and space applicable law. There are no unfulfilled obligations as to Security Deposits to tenants under Partnership Leases providing for occupancy the terms of less than one hundred (100) square feet. Each Operating Lease which have expired or been terminated and there is a “true lease” for all purposes no suit, action or other claim made, or, to the knowledge of the Bankruptcy Code (including Section 365(d) and 502(b)(6) thereof) and applicable Legal RequirementsTrust, and no Operating Lease constitutes a financing pending 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, threatened with respect to a right any such Security Deposit, except as set forth on Schedule 11(s)-2. (v) The following is true with respect to occupancy only each Partnership Lease: (A) the Partnership Lease is valid and not a possessory interest), hotel guests. Each Operating Lease subsisting and Operating Lease Guaranty is in full force and effect in accordance with its terms. No Partnership Lease has been modified, in writing or otherwise, except as set forth on the tenant estoppel certificate for such Lease and Schedule 11(s)-3; (B) except as set forth on Schedule 11(s)-4, all obligations of the lessor thereunder arising on or prior to the date hereof and required to be performed prior to the date hereof have been performed on a timely basis; (C) except as set forth in Schedule 11(s)-3 and except for delinquencies in payment of rent of less than thirty (30) days, to the knowledge of the Trust, there are has been no material events default on the part of default the tenant thereunder by any party thereto and there are no conditions thator event which, with the passage giving of time notice or the giving lapse of noticetime, or both, would constitute such a default thereunder. No Rent on the part of the tenant thereunder and, except as set forth in Schedule 11(s)-3 the tenant has not asserted and, to the knowledge of the Trust, has no defense to or offset or claim against its rent or the performance of its other obligations under the Partnership Lease; (D) except as set forth on Schedule 11(s)-3, no tenant has prepaid any Operating Lease has been paid rent for more than one (1) month in advance if the lease term has commenced and two (2) months if the lease term has not yet commenced; (E) except as set forth on Schedule 11(s)-3, the Trust has no knowledge of any tenant or any guarantor of a Partnership Lease to a Trust Major Tenant being or becoming unable or unwilling to perform any of its due date and no Rents or charges obligations under the Operating Partnership Lease for any reason; (F) to the knowledge of the Trust, except as set forth on Schedule 11(s)-3, no other person has released or discharged any guarantor, voluntarily or involuntarily or by operation of law, from any obligation with respect to the Partnership Lease that such guarantor has guaranteed except in accordance with the terms of such guarantee; (G) at the time of Closing, no rents will have been waivedassigned, released pledged or otherwise discharged encumbered except to an existing mortgagee of a Trust Property; and (H) except as set forth on Schedule 11(s)-3, no Trustee of the Trust or compromised. There executive officer of the Trust owns, directly or indirectly, (1) five percent (5%) or more of the total combined earnings of all classes of stock entitled to vote, or five percent (5%) or more of the total number of shares of all classes of stock, of any tenant of a Trust Property or (2) an interest of five percent (5%) or more in the assets or net profits of any tenant of a Trust Property, including all the types and approximate quantities of Improvements owned or leased by the Trust, the Partnership or such Subsidiary. (vi) Except as set forth in Schedule 11(s)-3, there has been no prior salematerial default or event which, transfer with the giving of notice or assignmentthe lapse of time, hypothecation or pledge of any Operating Leaseboth, Operating Lease Guaranty or would constitute a default on the part of the Rents except pursuant to Partnership, 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 Trust or any portion of their respective Subsidiaries as lessee under any Individual Property except pursuant to the Operating Lease and the terms hereofground lease.

Leases. (a) The Operating Leases rent rolls attached hereto as Schedule 3 (as amended and restated on collectively, the date hereof, and together with any certificates and notifications entered into in connection therewith“Rent Rolls”) 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 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 Property is 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 described in the Properties other than Rent Rolls. (b) There are no defaults by any Borrower under the leasehold interest therein demised therebyexisting Leases. Mortgage Borrower is To the owner and lessor knowledge of landlord’s interest in Borrowers, there are no defaults by any Tenants under the Operating existing Leases nor by any guarantors under the existing Lease and Guaranties. The existing Leases, including the Operating existing Lease Guaranty. CurrentlyGuaranties, 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. (c) To the knowledge of Borrowers, none of the Tenants now occupying 10% or more of the rentable space at any Property or having a current Lease affecting 10% or more of such rentable space is the subject of any bankruptcy, reorganization or insolvency proceeding or any other debtor-creditor proceeding. (d) No Existing Lease may be amended, terminated or canceled unilaterally by a Tenant, and there are no Tenant may be released from its obligations, except in the event of material events casualty or Condemnation. (e) Except only for rent and additional rent for the current month, Borrowers have not accepted any payment 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 more than one (1) month in advance of its due date date, nor any security deposit in an amount exceeding one month’s rent. (f) Borrowers have delivered to Lender true, correct and complete copies of all existing Leases, including all existing modifications and amendments, and including all existing Lease Guaranties). All agreements between the landlord and Tenant or between the landlord and any guarantor pertaining to any of such Leases are set forth in writing and are included in such copies that have been so delivered. (g) Neither the Leases nor the Rents have been assigned or pledged except to Lender or except to any prior unaffiliated lender in connection with any prior loan that has been repaid in full and the obligations under which have been fully and finally extinguished, and no Rents or charges under other Person has any interest therein 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 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 hereoftenants thereunder.

Leases. (a) The Operating Leases (as amended Borrower covenants and restated on the date hereofagrees that, 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 from the date hereof and constitute until payment in full of the entire agreement between Debt, Borrower shall, or shall cause Owner to, comply with the parties thereto with respect terms and provisions of Section 7.02(a) through (c) of the Mortgage as provided in Section 2.14 hereof, and, to the subject matter therein extent such term, covenants and there are no written agreements modifyingconditions require any consents, amendingapprovals or waivers by Mortgage Lender, supplementing Lender shall have the same rights to consent, approve or restating such documents. Except as set forth on Schedule Xwaive. (b) Subject to the rights of Mortgage Lender in respect of the Rents and Property Available Cash under the Mortgage Loan Documents, the Properties rights of First Mez Lender in respect of the Rents and Property Available Cash under the First Mez Loan Documents and the rights of Second Mez Lender in respect of the Rents and Property Available Cash under the Second Mez Loan Documents at any time that (i) payments are not being made to the Central Account or the Collection Account, or (ii) following repayment of the Mortgage Loan, then Lender shall have the immediate right to notify all tenants and other third parties to make payments directly to the Lockbox Account in the manner and consistent with Section 5.01 of the Mortgage. Borrower hereby authorizes and directs the tenants and other third parties to make such payments directly to the Lockbox Account upon notice by Lender. Subject to the rights of Mortgage Lender under the Mortgage Loan Documents, First Mez Lender under the First Mez Loan Documents and Second Mez Lender under the Second Mez Loan Documents, security and other refundable deposits of tenants, whether held in cash or any other form, shall, after and during the continuance of an Event of Default, be turned over to Lender (together with any undisbursed interest earned thereon) upon Lender's request therefor to be held by Lender 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 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 Leases. Any letter of credit or conveys any interest other instrument which Borrower or Owner holds in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower is the owner and lessor lieu 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 cash security deposit shall be maintained in full force and effect in the full amount of such deposits unless replaced by cash deposits as herein-above described and there are no material events shall in all respects comply with any applicable Legal Requirements and otherwise be satisfactory to Lender. Borrower shall, upon request, provide Lender with evidence satisfactory to Lender of default thereunder by any party thereto Borrower's, First Mez Borrower's, Second Mez Borrower's and there are no conditions that, Owner's compliance with the passage foregoing. (c) Borrower (i) shall cause Owner to observe and perform all of time its material obligations under the Leases pursuant to applicable Legal Requirements and shall not do or permit to be done anything to impair the giving value of noticethe Leases; (ii) shall cause Owner to promptly send copies to Lender of all notices of material default which Owner shall receive under the Leases; (iii) shall, consistent with the requirements of the Mortgage, enforce all of the terms, covenants and conditions contained in the Leases to be observed or both, would constitute such a default thereunder. No Rent performed; (iv) shall not permit Owner to collect any of the Rents under any Operating Lease has been paid the Leases more than one (1) month in advance (except that Owner may collect in advance such security deposits as are permitted pursuant to applicable Legal Requirements and are commercially reasonable in the prevailing market); (v) shall not permit Owner to cancel or terminate any of its due date and no Rents the Leases or charges under accept a surrender thereof in any manner inconsistent with commercially reasonable standards exercised by Approved Managers; (vi) shall not permit Owner to alter, modify or change the Operating Lease have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge terms of any Operating Lease, Operating Lease Guaranty or guaranty 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 any Major Space Lease or sublet cancel or terminate any such guaranty; (vii) shall cause Owner, in accordance with the Approved Manager Standard, to make all or any portion of any Individual Property except pursuant reasonable efforts to the Operating Lease seek lessees for space as it becomes vacant and enter into Leases in accordance with the terms hereof; and (viii) shall not permit Owner to materially modify, alter or amend any Major Space Lease or Property Agreement without Lender's consent, which consent will not be unreasonably withheld or delayed. In all instances that Owner is required to obtain the consent of Mortgage Lender prior to entering into any Lease, Lease amendment, modification or termination, Borrower shall cause Owner to obtain Lender's consent to such proposed Lease, Lease amendment, modification or termination prior to permitting or causing Owner to submit the proposed Lease, Lease amendment, modification or termination to Mortgage Lender. Borrower shall, and shall cause First Mez Borrower, Second Mez Borrower and Owner to, promptly send copies to Lender of all notices of material default which First Mez Borrower, Second Mez Borrower or Owner shall receive under the Leases.

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 XVI attached hereto and space Leases providing for occupancy of less than one hundred (100) square feetmade a part hereof. 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 '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. 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, except as disclosed on Schedule XVII attached hereto and to the best of Borrower's knowledge, 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 material defaults thereunder. No Except for security deposits required under the respective Leases and as set forth on Schedule XXVI attached hereto, 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 compromiseddate. There are no offsets or defenses to the payment of any portion of the Rents. Except as set forth on Schedule XVIII attached hereto, all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any tenant has already been received by such tenant. There is 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 is presently outstanding. Except as such term is defined in the Mortgage Loan Agreement). No Operating Company set forth on Schedule XIX attached hereto, no tenant under any Lease 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 otherwise disclosed in a tenant estoppel certificate delivered to Lender in connection with the Loan, no tenant under any Lease and has any right or option for additional space in the terms hereofImprovements. To the best of Borrower's knowledge, no Hazardous Materials have been disposed, stored or treated by any tenant under any Lease on or about the leased premises in violation of Environmental Laws 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 Hazardous Materials in violation of Environmental Laws.

Leases. (a) The Operating Leases Subject to Section 7.1.19(b), without the prior written consent of Administrative Agent, Borrower shall not cause or permit Mortgage Borrower or Hotel Lessee to: (i) enter into any Lease; (ii) cancel or terminate (including by exercise of any landlord recapture rights) any Lease; (iii) approve any assignment of any Lease that releases the original Tenant from its obligations under such Lease, (iv) amend or modify in any material respect or waive any material provisions of any Lease (including any amendment, modification or waiver reducing the fixed initial term of any Lease, reducing the rent payable under any Lease, materially changing any renewal provisions of any Lease or materially increasing the obligations of the landlord or materially decreasing the obligations of the Tenant under any Lease or pursuant to which any premises covered by such Lease is surrendered); or (v) cancel or materially modify any guaranty, or, except as amended may be required under the terms of the applicable Lease, release any security deposit, letter of credit, or other item constituting security pertaining to any Lease. (b) Notwithstanding the provisions of Section 7.1.19(a) above, provided that no Event of Default shall have occurred and restated be continuing, after the Closing Date, Administrative Agent’s consent shall not be required as provided above for the execution by Mortgage Borrower or Hotel Lessee of any Qualified Lease or any assignment, termination, amendment or modification of any Qualified Lease that is not a Qualified Lease Prohibited Amendment, provided that: (i) on or before the date hereoftenth (10th) Business Day of each calendar month, and together with Borrower shall have delivered to Administrative Agent a certificate of Borrower certifying that any certificates and notifications applicable Lease (or amendment or modification of a Lease if such amendment or modification adjusts or otherwise affects rent) entered into in connection therewith) during the previous calendar month is a Qualified Lease and providing evidence reasonably satisfactory to Administrative Agent that such Lease is a Qualified Lease and satisfies the Operating Lease Guaranty provided to Lender on the Original Closing Date (orconditions of this Section 7.1.19(b); provided, however, with respect to those Operating Leases relating Apartment Leases, Borrower shall only be required to Swap Propertiesdeliver to Administrative Agent any reports received by Mortgage Borrower under the Residential Management Agreement and otherwise use commercially reasonable efforts to cause the Residential Manager to comply with its obligations thereunder; (ii) a copy of such Lease, on amendment or modification is delivered to Administrative Agent promptly after execution thereof together with Borrower’s certification that such Lease satisfies the Swap Closing Date) are trueconditions of this Section 7.1.19(b); provided, correcthowever, accurate that solely with respect to Apartment Leases, such certification and complete copies of the Apartment Leases entered into during the preceding two (2) calendar quarters need only be delivered within ten (10) days after the end of each second and fourth calendar quarter as and to the extent such documents as in effect on copies are provided to Mortgage Borrower by the date hereof and constitute the entire agreement between the parties thereto Residential Manager; (iii) such Lease, amendment or modification does not contain any options to purchase or other similar rights with respect to the subject matter therein ownership of the Property, does not contain any unreasonable restrictions on Mortgage Borrower’s or Hotel Lessee’s rights to lease remaining portions of the Property or to operate the Hotel Unit as a limited service hotel and there are no written agreements modifyingdoes not contain any options for the Tenant thereunder to terminate such Lease prior to the expiration thereof, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to any space Leases other than upon a default by Mortgage Borrower or Hotel Lessee as landlord thereunder or in the Operating Lease and space Leases providing for occupancy event of less than one hundred a substantial Casualty or Taking or other cause; (100iv) square feet. Each Operating such Lease, amendment or modification is entered into on an arm’s-length basis; (v) such amendment or modification of the applicable 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 required to occupy the same except under and be entered into pursuant to the provisions terms of such Lease or each of the Operating following conditions are satisfied: (A) such Lease, as so amended or modified, would continue to satisfy the conditions of this Section 7.1.19(b), including, to the extent that any other additional space Leases listed on Schedule X is demised pursuant to such amendment or permitted hereunder andmodification, with respect to such additional demised space; and (B) such amendment or modification does not otherwise have a right to occupancy only Material Adverse Effect. (and not a possessory interestc) Except as provided in Section 7.1.19(b), hotel guestsall Leases shall be subject to the prior approval of Administrative Agent, such approval to be in Administrative Agent’s sole discretion. Each Operating Lease and Operating Lease Guaranty is in full force and effect and there are no material events Borrower shall promptly send Administrative Agent copies of any written notices of default thereunder received by any party thereto and there are no conditions thatBorrower, with Hotel Lessee or Mortgage Borrower from the passage of time or the giving of notice, or both, would constitute such a default thereunder. No Rent Tenant under any Operating Lease has been paid more than one Lease, and will use commercially reasonable efforts to enforce (1short of terminating such Lease, unless Administrative Agent consents thereto, which consent shall not be unreasonably withheld or unduly delayed) month in advance the performance by each Tenant of its due date and no Rents or charges obligations under the Operating Lease have been waivedits Lease. (d) Any request for approval of a Lease, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation termination, amendment or pledge modification of any Operating Lease, Operating Lease Guaranty or requiring approval as set forth above shall be made to Administrative Agent in writing and shall include a legend prominently displayed at the top of the Rents except pursuant first page thereof in solid capital letters and in bold type face of a font size not less than fourteen (14) as follows: “FIRST NOTICE: THIS IS A REQUEST FOR APPROVAL WHICH REQUIRES A RESPONSE WITHIN SEVEN (7) BUSINESS DAYS AFTER YOUR RECEIPT.” (a “First Lease Approval Request”). Together with any such First Lease Approval request Borrower shall also furnish to Administrative Agent: (i) such biographical and financial information about the proposed tenant and any guarantor of such proposed Lease as Administrative Agent may require, (ii) a copy of the proposed form of Lease (or amendment or modification), and (iii) a summary of the material terms of such proposed Lease (or amendment or modification) including rental terms and the term of the proposed Lease and any options. Administrative Agent shall endeavor to respond promptly to any such request for approval transmitted by Borrower to Administrative Agent. If Borrower shall submit a First Lease Approval Request with the material provided for above in this Section 7.1.19(d), and Administrative Agent shall have failed to approve or disapprove such First Lease Approval Request within seven (7) Business Days after the Administrative Agent’s receipt of such First Lease Approval Request, then Borrower may deliver to the Mortgage Administrative Agent a second copy of such First Lease Approval Request (a “Second Lease Approval Request”), which Second Lease Approval Request shall include a legend prominently displayed at the top of the first page thereof in solid capital letters and Assignment in bold type face of Leases a font size not less than fourteen (14) as follows: “SECOND NOTICE: THIS IS BORROWER’S SECOND AND FINAL REQUEST. IF YOU FAIL TO EXPRESSLY GRANT OR DENY THIS REQUEST FOR APPROVAL IN WRITING WITHIN FIVE (5) BUSINESS DAYS AFTER YOUR RECEIPT, YOU WILL BE DEEMED TO HAVE APPROVED THIS REQUEST.” In the event that the Administrative Agent shall have failed to approve or disapprove such term is defined in Second Lease Approval Request within five (5) Business Days after the Mortgage Loan Agreement). No Operating Company has assigned Administrative Agent’s receipt of such Second Lease Approval Request, then such Second Lease Approval Request shall be deemed to have been approved by the Operating Lease or sublet all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofAdministrative Agent.

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 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 Borrower has delivered to the Administrative Agent true copies of the Leases (and any amendments thereto relating to each Mortgaged Property and which are required to be delivered as amended a part of the Eligible Real Estate Qualification Documents prior to the acceptance of such Real Estate Asset as a Mortgaged Property. An accurate and restated on complete Rent Roll 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 with respect to those Operating all Leases of any portion of the Mortgaged Property has been provided to the Administrative 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 6.25 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 X6.25, 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 as a result of a dispute over any charges assessed within the previous six (6) months) or any other material default by any tenant thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and, except as reflected in Schedule 6.25, 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 6.25, 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 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. (b) If Agent shall have given Borrower written notice (which notice may be delivered in Agent's sole discretion), then unless otherwise consented to by Agent in writing, all leases covering all or any portion of a Borrowing Base Property entered into after the date of such notice (i) shall be in substantially the form of the Approved Lease Form, (ii) shall have no material changes to Sections 5.1.2, 12.1, and 13.2 in the Approved Lease Form, (iii) shall be for terms not less than three (3) years, and (iv) may include other provisions specifically approved in writing by Agent or in other lease guidelines agreed to by Agent in writing from time to time. (c) Unless otherwise consented to by Agent in writing, all leases covering all or any portion of a Borrowing Base Property entered into after the date of this Agreement shall (i) be to third parties under market terms and, except as provided in (b) above, for primary terms not less than three (3) years, (ii) provide for uses and percentages that are consistent with Section 8.5, (iii) not provide for uses of the premises that would materially and adversely affect the fair market value of the Borrowing Base Property or its ability to qualify for permanent financing, and (iv) not include tenant self-help remedies or provide for Agent's or any subsequent mortgagee's non-disturbance of any tenant's occupancy. (d) Borrower shall send to Agent copies of all leases (and all renewals, extension, or modifications thereof) covering all or any portion of a Borrowing Base Property entered into after the date of this Agreement within thirty (30) days after the last day of each fiscal quarter immediately following the execution thereof.

Leases. Exhibit “J” includes a true, correct and complete list of all Leases, including a rent roll (athe “Rent Roll”) The Operating Leases that sets forth (as amended i) the name of each tenant occupying a unit at the Option Subject Premises pursuant to a Lease, (ii) the address or unit number of the unit leased by such tenant, (iii) the commencement and restated on expiration dates of such Lease, (iv) the date hereofmonthly rental payable under such Lease, and together with (v) the amount of any certificates security deposit and notifications entered into in connection therewith) other deposits, if any, paid by such tenant, and a report detailing the Operating current payment status, arrearages and charges applicable to each such Lease. There are no other Leases, licenses or other occupancy agreements of all or any portion of the Option Subject Premises other than the Lease Guaranty provided to Lender set forth on the Original Closing Date (orExhibit “J”, with respect to those Operating Leases relating to Swap Properties, on the Swap Closing Date) are true, correct, accurate true and complete copies of each such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect Lease (including, without limitation all amendments, supplements or other modifications thereto) have been provided or made available 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 RequirementsOptionee, and no Operating each such Lease constitutes a financing (including, without limitation all amendments, supplements 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 modifications thereto) is in full force and effect and effect. As of Closing, there are will be no material events such Leases, licenses or other occupancy agreements except for the Leases entered into pursuant to Section 7.1(a). Owner has not received or delivered any written notices from or to any of the tenants under the Leases asserting that either Owner or any such tenant, respectively, is in 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 of the respective Leases (other than defaults that have been cured) and Owner is not aware of any such default (other than de minimis defaults in the ordinary course). Other than as set forth on the Rent Roll, no rent under any Lease has been paid more than one (1) month in advance of its due date date. No leasing or brokerage agreement with respect to the Option Subject Premises will be binding on Optionee other than that certain agreement between Owner (or its predecessor in interest) and no Rents or charges under Citi Habitats (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 extent of any Operating Lease, Operating Lease Guaranty or obligations of the Rents except pursuant to owner of the Mortgage and Assignment of Leases (as such term is defined in Option Property first arising after the Mortgage Loan AgreementClosing). 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, 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. (a) The Properties are not subject to any space Leases other than the Leases described in Schedule X attached hereto and space Leases permitted hereunder. Operating Company is the owner and lessor of landlord’s interest in all such space Leases. No Person has any possessory interest in any Individual Property except under and pursuant to the provisions of the space Leases, and no Person has any right to occupy any portion of any Individual Property except under and pursuant to the provisions of the space Leases and hotel guests. The current space Leases are in full force and effect and, except as shown in Schedule X attached hereto, to Borrower’s knowledge, there are no material defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. No Rent has been paid more than one (1) month in advance of its due date. Except as shown in Schedule X attached hereto, all work to be performed by Borrower (or Operating Company) under each space Lease has been performed as and to the extent required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower (or Operating Company) to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any space Lease or of the Rents received therein which is still in effect. To Borrower’s knowledge, except as shown on Schedule X, no tenant listed on Schedule X has assigned its space 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 space Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. No tenant under any space Lease has any right or option for additional space in the Improvements except pursuant to such tenant’s space Lease.

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-subleases). 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 3.1 hereto and except as disclosed on the Rent Roll or permitted hereunder andon any 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 3.1 hereto and except as disclosed on the Rent under Roll or on any estoppel certificates delivered to Lender in connection with the closing of the Loan, no Rent (other than security deposits or tenant pass-throughs or recoveries for operating expenses, including any amounts contemplated in any Prospective Operating Lease Statement (as defined in the Bloomberg Lease)) has been paid more than one (1) month in advance of its due date date. Except as set forth on Schedule 3.1 hereto and except as disclosed on the Rent Roll or on any 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 3.1 hereto and except as disclosed on the Rent Roll or on any 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 3.1 hereto and except as disclosed on the Rent Roll or on any estoppel certificates delivered to Lender in connection with the closing of the Loan, each Tenant under each Lease has 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 Schedule 3.1 hereto, no Tenant under any Lease (or any sublease) is an Affiliate of Borrower. Except as set forth on Schedule 3.1 hereto and except as disclosed on the Rent Roll or on any 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 3.1 hereto and Assignment except as disclosed on the Rent Roll or on any 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 3.1 hereto and except as disclosed on the Rent Roll or on any Individual Property 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 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 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. (b) The Properties are not subject to any space Leases other than the Leases described in Schedule X attached hereto. Operating Company is the owner and lessor of landlord’s interest in all such space Leases. No Person has any possessory interest in any Individual Property except under and pursuant to the provisions of the space Leases, and no Person has any right to occupy any portion of any Individual Property except under and pursuant to the provisions of the space Leases and hotel guests. The current space Leases are in full force and effect and, except as shown in Schedule X attached hereto, to Borrower’s knowledge, there are no material defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. No Rent has been paid more than one (1) month in advance of its due date. Except as shown in Schedule X attached hereto, all work to be performed by Mortgage Borrower (or Operating Company) under each space Lease has been performed as and to the extent required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Mortgage Borrower (or Operating Company) to any tenant has already been received by such tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any space Lease or of the Rents received therein which is still in effect. To Borrower’s knowledge, except as shown on Schedule X, no tenant listed on Schedule X has assigned its space 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 space Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. No tenant under any space Lease has any right or option for additional space in the Improvements except pursuant to such tenant’s space Lease.

Leases. (a) The Operating Borrower has delivered to the Agent true copies of the Leases (and any amendments thereto relating to each Borrowing Base Asset required to be delivered as amended a part of the Eligible Real Estate Qualification Documents. An accurate and restated on complete Rent Roll as of the date hereof, and together with any certificates and notifications entered into of inclusion of each Borrowing Base Asset 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 relating of any portion of the Borrowing Base Asset has been provided to Swap Properties, the Agent. The Leases reflected on the Swap Closing Date) are true, correct, accurate and complete copies such Rent Roll constitute as of such documents as in effect on the date hereof and constitute thereof 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 Asset and there are no written agreements modifying, amending, supplementing or restating such documentsin the Building relating thereto. Except as set forth reflected on such Rent Roll or 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 Asset in Borrowing Base Availability, in full force and effect in accordance with their respective terms, without basic rental payments or 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, except as expressly set forth in the applicable Leases or amendments thereto relating delivered to Agent as required by this Agreement, tenant improvement allowances, contributions or landlord construction obligations 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 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 Asset which is the subject of the applicable Lease, is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease. (b) The Borrower has delivered a true and correct copy of each Ground Lease and any amendments thereto with respect to a Borrowing Base Asset to the Agent and such Ground Leases have not been modified, amended or assigned (other than as set forth in such amendments delivered to Agent as hereinabove contemplated). There are no rights to terminate a Ground Lease with respect to a Borrowing Base Asset other than the applicable ground lessor’s right to terminate by reason of default, casualty, condemnation or other similar reasons, in each case as expressly set forth in the applicable Ground Lease. Each Ground Lease with respect to a Borrowing Base Asset is in full force and effect and no Rents breach or charges default or event that with the giving of notice or passage of time would constitute a breach or default under the Operating applicable Ground Lease with respect to a Borrowing Base Asset (a “Ground Lease Default”) exists or has occurred on the part of the Borrower or any Guarantor or on the part of the ground lessor under any such Ground Lease. The Borrower and the Guarantors have been waivednot received any written notice that a Ground Lease Default has occurred or exists, released or otherwise discharged that any ground lessor or compromisedany third party alleges the same to have occurred or exist. There The Borrower or a Subsidiary Guarantor is the exclusive holder of the lessee’s interest under and pursuant to each Ground Lease with respect to a Borrowing Base Asset and has been no prior salenot assigned, transfer transferred or assignmentencumbered its interest in, hypothecation to, or pledge of any Operating under such Ground Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage for an encumbrance resulting from Liens which are expressly contemplated in §§8.2(i) and Assignment of Leases (as such term is defined in the Mortgage Loan Agreement8.2(iv). 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 (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. (a) The Operating Leases Borrower shall not enter into, amend, modify or otherwise supplement any Major Lease in any material respect or enter into, terminate, consent to the assignment or surrender of, or grant a waiver of any material provision or right of Borrower under any Major Lease without Agent’s prior consent. Borrower shall not enter into, amend, modify, terminate, consent to the assignment or surrender of, or grant a waiver of any material provision or right of Borrower under any non-Major Lease without Agent’s consent unless the foregoing is done in the ordinary course of business of Borrower, is commercially reasonable and is on arm’s, length, market terms with a creditworthy tenant, and each such non-Major Lease is and remains subordinate to the Mortgage. (b) Without limiting Section 5.10(a) hereof, Borrower shall deliver to Agent a copy of any Lease, and any amendment, modification or supplement thereof within five (5) Business Days after the execution and delivery thereof. (c) Borrower shall comply in all material respects with all terms of the Leases. Borrower shall not permit any Lessee to prepay Rents pursuant to the terms of any Lease more than thirty (30) days in advance other than the usual prepayment of Rent as amended and restated would result from the acceptance on the first day of each month of the Rent for the ensuing month, according to the terms of any Leases. Borrower shall promptly (i) notify Agent, in writing, of any defaults by any Lessee or Lease guarantor under a Major Lease after Borrower becomes aware of the same and (ii) deliver to Agent a copy of all termination notices, default notices, notices claiming any offset rights and all other material notices from any Lessee or Lease guarantor under a Major Lease to Borrower or from Borrower to any Lessee or Lease guarantor. (d) Borrower shall furnish to Agent, within ten (10) days after a request by Agent to do so, a certified rent roll containing the names of all Lessees, the terms and expiration date hereofof their respective Leases, the space occupied, the rents payable and the securities deposited thereunder, and the name of any Lease guarantor thereof, together with true copies of each Lease and any certificates Lease guaranty thereof or amendments and notifications entered into in connection therewith) supplements thereto not previously furnished to Agent and the Operating Lease Guaranty provided to Lender on the Original Closing Date (or, any other information with respect to those Operating Borrower’s leasing activities and policies as Agent shall reasonably request. (e) Borrower shall appear in and defend any action or proceeding arising under, occurring out of, or in any manner connected with, any Leases relating and Lease guaranties or the obligations, duties, or liabilities of Borrower or any Lessee or any Lease guarantor thereunder. Borrower shall pay all costs and expenses of Agent, including reasonable attorneys’ fees, in any action or proceeding in which Agent may appear. (f) Borrower shall use commercially reasonable efforts to Swap Propertiesenforce or secure the performance of the obligations of the Lessees and Lease guarantor under Major Leases in all material respects. Borrower shall not waive, discount, set-off, compromise, or in any manner release or discharge any material obligation of any Lessee or Lease guarantor under any Major Lease and Lease guaranty thereof. (g) Borrower shall not, and shall not allow any Person on behalf of Borrower, to enter into any agreement with any Person to pay lease commissions with regard to any Lease which agreement is not subordinate to Agent’s rights, interests and claims under the Swap Closing DateLoan Documents. (h) are true, correct, accurate All Leases entered into by Borrower shall be made expressly subject and complete copies of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto with respect subordinate to the subject matter therein Mortgage and there are no the terms and provisions thereof and shall contain provisions obligating the Lessees thereunder to attorn to Agent or any purchaser therefrom upon its written agreements modifying, amending, supplementing demand in the event Agent or restating such documents. Except as set forth on Schedule X, purchaser succeeds to the Properties are not subject to any space Leases other than the Operating Lease and space Leases providing for occupancy interest of less than one hundred (100) square feetBorrower under such Leases. 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 guaranty shall provide that it shall remain in full force and effect effect, and there are no material events that guarantor thereunder shall perform for the benefit of default thereunder Agent or such purchaser, upon attornment by any party thereto and there are no conditions thatthe Lessee. (i) Borrower shall pay all reasonable, out-of-pocket expenses of Agent, including Agent’s Counsel Fees, incurred in connection 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 review of any Operating proposed Lease, Operating Lease Guaranty amendment, modification, waiver, supplement, termination 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 hereofsurrender under this Section 5.10.

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. 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) 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 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 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. (a) The Operating rent roll attached hereto as Exhibit C (the “Rent Roll”) accurately lists all Leases affecting the Property as of the Execution Date. Borrower has delivered or made available to Lender true, correct and complete copies of all existing Leases, including all existing modifications and amendments, and including all existing Lease Guaranties (collectively, “Existing Leases”). All written agreements between the landlord and Tenant or between the landlord and any guarantor pertaining to any of such Leases are set forth in writing and are included in such copies that have been so delivered. (b) To Borrower’s knowledge, there are no monetary defaults or material non-monetary defaults by Borrower under the Existing Leases. To the best of Borrower’s knowledge, there are no monetary defaults or material non-monetary defaults by any Tenants under the Existing Leases nor by any guarantors under the existing Lease Guaranties except to the extent such default is expressly identified as amended such in the Rent Roll that is attached hereto as Exhibit C. The Existing Leases, including the existing Lease Guaranties, are in full force and restated effect. (c) To the Borrower’s knowledge, none of the Tenants now occupying 10% or more of the rentable space at the Property or having a current Lease affecting 10% or more of such rentable space is the subject of any bankruptcy, reorganization or insolvency proceeding or any other debtor-creditor proceeding. (d) No Existing Lease may be amended, terminated or canceled unilaterally by a Tenant, and no Tenant may be released from its obligations, except in the event of (i) material damage to, or destruction of, the Property, (ii) Condemnation, (iii) the exercise by the Tenant thereunder of an express termination option set forth in the Lease, and (iv) the exercise by the Tenant thereunder of an express termination right set forth in the Lease in the event of an interruption in utilities or services required to be provided by landlord under the Lease. (e) Except only for rent and additional rent for the current month and as disclosed on the date hereofRent Roll, 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 security deposits 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 Leases or in any Individual Property estoppels delivered to Lender on or right to occupy the same except under and pursuant prior to the provisions Execution Date, Borrower has not accepted any payment 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 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 nor any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined security deposit 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 hereofan amount exceeding one month’s rent.

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 X, the Properties are Mortgaged Property is not subject to any space Leases demising a premises within the Mortgaged Property of more than 5,000 net rentable square feet other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) square feetLeases. 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 Except as described in the Operating Lease and the Operating Lease Guaranty. CurrentlyLeases, no Person has any possessory interest in any Individual the Mortgaged 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 Leases. The current Operating Lease, any Leases and 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 and there are no material events of default defaults thereunder by any Transaction Party or CNL Entity, or to the Best of Borrower’s Knowledge any third party thereto (other than as expressly disclosed to the Administrative Agent in writing in connection with the closing of the Loan) and to the Best of 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. All construction and other obligations of a material nature to be performed by the Borrower or any Mortgaged Property Owner under the Operating Leases and other Leases have been satisfied and any required payments by the Borrower or any Mortgaged Property Owner to the Tenants under the Leases for tenant improvements have been made to the extent required to be satisfied. No Rent Tenant under any Operating Lease is entitled to any offsets, abatements, deductions against the Rent payable under any Operating Lease from and after the date hereof. The Rent has been paid current under the Operating Leases. No Rent 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 waivedLeases, released or otherwise discharged or compromisedexcept as disclosed in the Tenant estoppel certificates delivered to the Administrative Agent in connection with the closing of the Loan. There has been no prior sale, transfer or assignment, hypothecation or pledge by the Borrower or any Mortgaged Property Owner of 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 the Administrative Agent concurrently herewith. No Tenant or other Person under any Lease (including any Operating Lease) or other agreement has any 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 other agreement or otherwise to purchase all or any portion part of any Individual Property except pursuant the Mortgaged Property. The Administrative Agent hereby agrees that on the date the Borrower delivers to the Operating Administrative Agent a “clean” tenant estoppel certificate in the form attached hereto as Exhibit G regarding any Lease and for which the terms hereofBorrower has not delivered a tenant estoppel certificate to the Administrative Agent on the date hereof (each such Lease, a “Certifying Lease”), the Borrower’s representations in this Section 6.39 with respect to such Certifying Lease shall automatically expire.

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. Schedule 6(a)(5) sets forth a copies of the most recent rent rolls (acollectively, the “Rent Rolls”) The Operating Leases (as amended for residential tenants and restated on commercial tenants at the date hereofPremises, which are the Rent Rolls relied upon by Seller in its ownership and operation of the Property, 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) which Rent Rolls are true, correct, accurate correct and complete copies in all material respects. Reference is made to that certain Lease Agreement by and between Seller and ALIEN DONUTS LLC, an Arizona limited liability company (“Donut Shop Tenant”), dated as of such documents as in effect on December 14, 2020, pertaining to Suite 101 at the date hereof and constitute Premises (the entire agreement between “101 Lease”). The Donut Shop Tenant has sold its business to FROTH COFFEE AND TAP TRUCK LLC, an Arizona limited liability company (the parties thereto “Coffee Shop Tenant”), but the Donut Shop Tenant did not comply with the assignment approval process required under the 101 Lease. Seller is reviewing the Coffee Shop Tenant’s qualifications to take assignment of the 101 Lease and, while Seller anticipates approving of the assignment of the 101 Lease to the Coffee Shop Tenant prior to the Closing Date, the review process is not yet complete. To the Seller’s Knowledge, except with respect to the subject matter therein 101 Lease as described in this Section 6(a)(5) and as scheduled in Schedule 6(a)(5), neither the Seller nor any other party is in default with respect to any of its obligations or liabilities pertaining to the Leases. Other than the Leases, any other matters disclosed in the Title Commitment (as defined below) and Service Contracts, there are no written leases, licenses, occupancy or use, or other rental agreements modifyingto which the Seller is a party or is bound affecting any portion of the Premises as of the Effective Date, amending, supplementing or restating such documentswhich will be in force on the Closing Date. Seller has delivered true and correct copies of the Leases relied upon by Seller in its ownership and operation of the Property to the Purchaser. Except as set forth for: (i) concessions disclosed on Schedule Xthe Rent Rolls, the Properties are not subject (ii) with respect to any space Leases other than entered into after 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 Effective Date pursuant to the provisions Leasing Guidelines (defined below), or (iii) Leases entered into after the Effective Date that Seller is willing to, at its option, provide a credit for at Closing to the extent in excess of the Operating what’s permitted by this Agreement as determined on an aggregate basis for any such Leases (as applicable, “Excess Concession Amount”), there are no concessions, bonuses, gift cards, free month’s rental, rebates or other matters affecting future rent under any Lease. No finder’s fee, any leasing commission or other space Leases listed on Schedule X compensation will be due or permitted hereunder and, payable 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 any of default thereunder by any party thereto and there are no conditions that, with the passage of time or Leases after the giving of notice, or both, would constitute such a default thereunderClosing. 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 commitments have been waivedmade to any tenant for repairs or improvements, released or otherwise discharged or compromised. There has been no prior saleother than a general landlord requirement for normal maintenance, transfer or assignment, hypothecation or pledge of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage repairs and Assignment of Leases (as such term is defined replacements in the Mortgage Loan Agreement)future. No Operating Company has assigned To Seller’s Knowledge, the Operating Lease or sublet form of lease used by Seller for the residential Leases complies with all or any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofApplicable Laws.

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. Without the prior written consent of Administrative Agent, which consent shall not be unreasonably withheld, conditioned or delayed, Owner and Owner’s agents shall not (ai) The Operating Leases (as amended and restated on the date hereof, and together with enter into any certificates and notifications entered into in connection therewith) and the Operating Lease Guaranty provided to Lender on the Original Closing Date (orof 10,000 or more square feet of net rentable area, with respect to those Operating Leases relating to Swap Propertiesoffice space, on the Swap Closing Date) are true, correct, accurate and complete copies or of such documents as in effect on the date hereof and constitute the entire agreement between the parties thereto gross leasable area with respect to retail space or enter into any Lease that grants the subject matter therein and there are no written agreements modifyingTenant thereunder the right to terminate such Lease prior to the stated expiration of the term thereof except as a result of casualty or condemnation, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties are not subject to (ii) enter into any space Leases other than the Operating Lease and space Leases providing for occupancy of less than one hundred (100) 10,000 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 feet that either does 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, substantially comply with the passage of time or Lease form for the giving of noticeProject approved by the Administrative Agent, or both, would constitute (iii) materially modify or amend or terminate any Lease of 10,000 or more square feet or any letter of credit provided by the Tenant under such a default thereunder. No Rent under Lease as security; or (iv) accept any Operating Lease has been paid rental payment more than one (1) month in advance of its due date date. Any consent of Administrative Agent required under this Section 6.17 shall be given or withheld by Administrative Agent within ten (10) Business Days after Administrative Agent’s receipt of a copy of such Lease and no Rents all supporting documentation as Administrative Agent may reasonably require. If such consent is not expressly given or charges under withheld by written notice to Owner within such period, the Operating Lease consent of the Administrative Agent shall be deemed to have been waivedgiven. Owner shall provide Administrative Agent with a copy of each fully executed Lease promptly following its execution. At the request of Owner, released the Administrative Agent shall enter into subordination, non-disturbance and attornment agreements, with Tenants leasing over 10,000 square feet. In addition Owner shall not suffer or otherwise discharged permit any breach or compromised. There has been no prior sale, transfer default to occur in any of Owner’s obligations under any of the Leases nor suffer or assignment, hypothecation or pledge permit the same to terminate by reason of any Operating Lease, Operating failure of Owner to meet any requirement of any Lease Guaranty including those with respect to any time limitation within which any of Owner’s work is to be done or of the Rents except pursuant space is to be available for occupancy by the Mortgage and Assignment of Leases (as such term is defined lessee. Owner shall notify Administrative Agent promptly in writing 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 hereofevent a Tenant commits a material default under a Lease.

Leases. (a) The Operating Borrower shall furnish Lender with executed copies of all Leases hereafter entered into. All new Leases and renewals or Modifications of Leases shall be entered into on an arms-length basis, at market rates for similar properties, and shall contain terms and conditions that are commercially reasonable. (b) All new Leases which are Major Leases, and all terminations, renewals and material Modifications of Major Leases, and any surrender of rights under any Major Lease shall be subject to the prior written consent of Lender, which consent shall not be unreasonably withheld, conditioned or delayed; provided however that Borrower may, without Lender’s consent (x) enter into Modifications and terminations of existing Leases that are not Major Leases; and (y) subject to Section 4.1.8(c) below, enter into new Leases that are not Major Leases. (c) All new Leases executed after the date hereof which are not Major Leases shall be substantially in the form of Exhibit B attached hereto (the “Form Lease”); provided that the Form Lease may be Modified by Borrower to the extent such Modifications are negotiated on an arms-length basis and reflect commercially reasonable market terms, as amended reasonably determined by Borrower. All Leases that are not Major Leases which provide for tenant improvements, tenant allowances and restated leasing commissions, in the 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 delayed. Moreover, it shall be reasonable for Lender to withhold its approval of any Lease which provides for in 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 Lender which are available for the payment of same) to fund such excess before such amounts are disbursed out of the various Reserve Funds. (d) Borrower shall (i) deliver to each new Tenant a Tenant Notice upon execution of such Tenant’s Lease, and promptly thereafter deliver to Lender a copy thereof, (ii) observe and perform all the material obligations imposed upon the lessor under the Leases; (iii) to the extent commercially reasonable, enforce all of the material terms, covenants and conditions contained in the Leases on the date part of the lessee thereunder to be observed or performed, short of termination thereof, provided that Borrower may terminate any Lease that is not a Major Lease following a material default thereunder by the respective Tenant; (iv) not seek to collect any of the rents thereunder more than one month in advance; (v) not execute any assignment of lessor’s interest in the Leases or associated rents other than the Assignment of Rents and Leases; and (vi) not cancel or terminate any Major Lease or guarantee of any of the Major Leases except as set forth in Section 4.1.8(b) above. (e) Notwithstanding anything to the contrary contained in this Section 4.1.8: (i) whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.1.8, Borrower shall have the right to submit a term sheet for any Lease or any Modification thereof to Lender for Lender’s approval, such approval not to be unreasonably withheld, delayed or conditioned. Any such term sheet submitted to Lender shall set forth all material terms of the proposed Lease (or Modification thereof) including, without limitation, identity of tenant, square footage, term, rent, rent credits, abatements, work allowances and tenant improvements to be constructed by Borrower (and shall be accompanied by copies of all written materials obtained by Borrower in connection with their evaluation of the creditworthiness of the proposed Tenant) and shall include a request containing a legend in bold letters stating that Lender’s failure to respond within ten (10) Business Days shall be deemed consent or approval of the term sheet. Lender shall respond within ten (10) Business Days after Lender’s receipt of Borrower’s written request for approval or consent of such term sheet. If Lender fails to respond to such request within ten (10) Business Days, Lender shall be deemed to have approved or consented to such term sheet. Approval of the term sheet in accordance with this subsection (i) does not constitute approval of the Lease itself and such approval of the Lease, if such Lease is required to be approved under this Section 4.1.8, must be obtained in accordance with subsection (iii) hereof; (ii) whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.1.8 for any matter that Lender has not previously approved a term sheet pursuant to Section 4.1.8(e)(i) above, Lender shall respond within ten (10) Business Days after Lender’s receipt of Borrower’s written request for such approval or consent which contains a legend in bold letters stating that Lender’s failure to respond within ten (10) Business Days shall be deemed consent or approval. If Lender fails to respond to such request within ten (10) Business Days, Lender shall have been deemed to have approved or consented to the matter for which Lender’s consent or approval was sought. Such request for approval shall be accompanied by a copy of the proposed lease, a summary of the material economic terms thereof and any termination and other material options contained therein, and together with any certificates and notifications entered into copies of all written materials obtained by Borrower in connection therewith) and with their evaluation of the Operating Lease Guaranty provided to Lender on creditworthiness of the Original Closing Date (proposed Tenant or, with respect to those Operating Leases relating to Swap Propertiesa proposed termination, 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 description of the Bankruptcy Code reason therefore; (including Section 365(diii) and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing whenever Lender’s approval or conveys any interest in the Properties other than the leasehold interest therein demised thereby. Mortgage Borrower consent 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 required pursuant to the provisions of this Section 4.1.8 for any matter that Lender has previously approved a term sheet pursuant to Section 4.1.8(e)(i) above, Lender shall respond within ten (10) Business Days after Lender’s receipt of Borrower’s written request for such approval or consent containing a legend in bold letters stating that Lender’s failure to respond within ten (10) Business Days shall be deemed consent or approval. If Lender fails to respond to such request within ten (10) Business Days, Lender shall be deemed to have approved or consented to the Operating matter for which Lender’s consent or approval was sought. The ten (10) Business Day periods contained in this subsection (iii) shall be reduced to three (3) Business Days if the matter involves (aa) a new Major Lease or an amended and restated Major Lease, any other space Leases listed on Schedule X (bb) a term sheet has been approved by Lender, (cc) a blacklined copy of the new document against the Form Lease, and (dd) an Officer’s Certificate is delivered to Lender, in each case, indicating that the new document’s only differences with the Form Lease are as reflected in the approved term sheet, are those which do not materially adversely affect the Property, Borrower or permitted hereunder Lender, or are those which Lender has otherwise approved, which approval shall be reasonable so long as there is no Event of Default; and, (iv) in the event that Lender shall have approved (or be deemed to have approved) a term sheet submitted by Borrower with respect to a right certain Lease, Lender shall not withhold its approval or consent with respect to occupancy only (and not a possessory interest), hotel guests. Each Operating such Lease and Operating on the basis of any provisions of such 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, dealing 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 items 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 hereofapproved term sheet.

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 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 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 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. (a) The Operating Borrower shall furnish Lender with executed copies of all Leases, together with a detailed breakdown of income and cost associated therewith. All new Leases (and renewals or amendments of Leases must be entered into on an arms-length basis with Tenants whose identity and creditworthiness is appropriate for tenancy in a property of comparable quality, must provide for rental rates and other economic terms which, taken as amended and restated a whole, are at least equivalent to then-existing market rates, based on the date hereofapplicable market, and together with must contain terms and conditions that are commercially reasonable (in each case, unless Lender consents to such Lease in its sole discretion). All new Leases must provide that they are subject and subordinate to any certificates current or future mortgage financing on the Property and notifications entered into that the Tenant agrees to attorn to any foreclosing mortgagee at such mortgagee's request, provided such mortgagee provides a nondisturbance agreement to the Tenant in connection therewithform and substance contained in Exhibit D to the Mortgage or another form requested by a Tenant which form is reasonably acceptable to such mortgagee. (b) All new Leases which are Major Leases, and all terminations (other than as a result of a material default by the Tenant thereunder), renewals (other than at Tenant's option as contained in the Lease) and material amendments of Major Leases, and any surrender of landlord's material rights under any Major Lease, shall be subject to the Operating Lease Guaranty prior written consent of Lender, which consent shall not be unreasonably withheld or delayed. With regard to any action described in this Section 5.7(b) for which Lender's consent is required, Lender shall not withhold its consent or disapproval to any such action for more than ten (10) Business Days after request for approval thereof has been made by Borrower, accompanied by a detailed description of the request for which approval is sought, provided that Borrower submits such request for Lender's approval in an envelope labeled "Priority" and delivered to Lender by overnight delivery and otherwise in accordance with the provisions of Section 9.4 and which request shall state at the top of the first page in bold lettering "LENDER'S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER." In the event that Lender fails to either approve such request or disapprove such request for more than ten (10) Business Days after receipt thereof, the action that was the subject of said request shall be deemed approved. (c) Borrower shall (i) observe and perform all the material obligations imposed upon the lessor under the Leases; (ii) enforce all of the material terms, covenants and conditions contained in the Leases on the Original Closing Date part of the lessee thereunder to be observed or performed, short of termination thereof, except that Borrower may terminate any Lease following a material default thereunder by the respective Tenant; (or, with respect to those Operating iii) not collect any of the rents thereunder more than one month in advance; (iv) not execute any assignment of lessor's interest in the 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 associated rents other than the Operating Lease assignment of rents and space Leases providing for occupancy leases under the Mortgage; and (v) not cancel or terminate any guarantee of less than one hundred (100) square feet. Each Operating Lease is a “true lease” for all purposes any of the Bankruptcy Code Major Leases without the prior written consent of Lender which consent shall not be unreasonably withheld or delayed. With regard to any action described in this Section 5.7(c) for which Lender's consent is required, Lender shall not withhold its consent or disapproval to any such action for more than ten (including Section 365(d10) Business Days after request for approval thereof has been made by Borrower, accompanied by a detailed description of the request for which approval is sought, provided that Borrower submits such request for Lender's approval in an envelope labeled "Priority" and 502(b)(6) thereof) delivered to Lender by overnight delivery and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest otherwise 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 accordance with the provisions of Section 9.4 and which request shall state at the Operating top of the first page in bold lettering "LENDER'S RESPONSE IS REQUIRED WITHIN TEN (10) BUSINESS DAYS OF RECEIPT OF THIS NOTICE PURSUANT TO THE TERMS OF A LOAN AGREEMENT BETWEEN THE UNDERSIGNED AND LENDER." In the event that Lender fails to either approve such request or disapprove such request for more than ten (10) Business Days after receipt thereof, the action that was the subject of said request shall be deemed approved. Borrower shall deliver to each new Tenant a Tenant Notice upon execution of such Tenant's Lease, and promptly thereafter deliver to Lender a copy thereof and evidence of such Tenant's receipt thereof. (d) Security deposits of Tenants under all Leases, whether held in cash or any other space Leases listed on Schedule X or permitted hereunder form, shall not be commingled with any other funds of Borrower and, with respect if cash, shall be deposited by Borrower at such commercial or savings bank or banks as may be reasonably satisfactory to a right Lender and pledged to occupancy only (and not a possessory interest), hotel guestsLender. Each Operating Lease and Operating Lease Guaranty Any bond or other instrument which Borrower is permitted to hold in lieu of cash security deposits under any applicable Legal Requirements shall be maintained in full force and effect and there are no material events of default thereunder unless replaced by cash deposits as described above, shall (if not prohibited by any party thereto Legal Requirements) name Lender as payee or mortgagee thereunder (or at Lender's option, be fully assignable to Lender) or may name Borrower as payee thereunder so long as such bond or other instrument is pledged to Lender as security for the Indebtedness and there are no conditions thatshall, in all material respects, comply with any applicable Legal Requirements. Borrower shall, upon Lender's request, provide Lender with evidence reasonably satisfactory to Lender of Borrower's compliance with the passage of time or foregoing. During 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 continuance of any Operating Event of Default, Borrower shall, upon Lender's request, deposit with Lender in a segregated Eligible Account pledged to Lender the aggregate cash security deposits of the Tenants (and any interest theretofore earned on such security deposits and actually received by Borrower) which Borrower had not returned to the applicable Tenants or applied in accordance with the terms of the applicable Lease, Operating Lease Guaranty or of and Lender shall hold such security deposits in a segregated account in accordance with 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 hereofapplicable 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 Property was not subject to any space Leases or License Agreements as of December 1, 2005 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 described in the certified rent roll delivered in connection with the closing of the Bankruptcy Code (including Section 365(d) Loan on the Execution Date and 502(b)(6) thereof) and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest those License Agreements described in the Properties other than certified schedule of License Agreements delivered in connection with the leasehold interest therein demised therebyclosing of the Loan on the Execution Date. Mortgage Borrower is Such certified rent roll and certified schedule of License Agreements are each true, complete and correct in all material respects as of the owner and lessor of landlord’s interest in the Operating Lease and the Operating Lease Guarantydate set forth therein. 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, the REA or a License Agreement. The certified schedule of tenant security deposits delivered in connection with the closing of the Loan on the Execution Date sets forth the security deposits held by or on behalf of Mortgagor as of December 1, 2005, for any other space tenants under any Leases listed on Schedule X or permitted hereunder and, with respect to a right to occupancy only (and not a possessory interest), hotel guestsany licensees under any License Agreements. Each Operating Lease and Operating Lease Guaranty is The current Leases are in full force and effect and to the best of Mortgagor’s knowledge, there are no material events defaults thereunder as of default thereunder December 1, 2005 by any either party thereto (other than as expressly disclosed on the certified schedule of tenants in material default delivered in connection with the closing of the Loan on the Execution Date) 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 date, except as disclosed on an estoppel certificate delivered to Mortgagee in connection with the closing of the Loan on or charges under before the Operating Lease have been waived, released or otherwise discharged or compromisedExecution Date. There has been no prior sale, transfer or assignment, hypothecation or pledge by Mortgagor of any Operating Lease, Operating Lease Guaranty or of the Rents except received therein, which will be outstanding following the Execution Date. 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 the Property of which the leased premises are a part. To the best of Mortgagor’s knowledge, and except as expressly disclosed to Mortgagee in the Environmental Report, 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 Property of which the leased premises are a part, nor does Mortgagor have any knowledge of any Individual Property 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 pursuant to the Operating Lease in either event, in compliance with applicable federal, state or local statutes, rules and the terms hereofregulations.

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 Lease, (ii) be on commercially reasonable terms, (iii) provide that such Lease is subordinate to the Mortgage and 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 matter therein 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 there are no written agreements modifying, amending, supplementing or restating such documents. Except as set forth on Schedule X, the Properties terminations of existing Leases that are not Major Leases and (y) enter into new Leases that are not Major Leases. Lender shall execute and deliver a Subordination Non-Disturbance and Attornment Agreement in the 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. All Leases that are not Major Leases which provide for tenant improvements, tenant allowances and leasing commissions, in the 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 delayed. Moreover, it shall be reasonable for Lender to withhold its approval of any space Leases other than Lease which provides for an excess of $50.00 per rentable square foot for tenant improvements, tenant allowances and leasing commissions in the Operating Lease and space Leases providing 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 occupancy the payment of less than one hundred (100same) square feet. Each Operating Lease is a “true lease” for all purposes to fund such excess before Lender disburses same out of the Bankruptcy Code various Reserve Funds. (including Section 365(db) Borrower (i) shall observe and 502(b)(6perform the obligations imposed upon the lessor under the Leases in a commercially reasonable manner; (ii) thereof) shall use commercially reasonable efforts to enforce the terms, covenants and applicable Legal Requirements, and no Operating Lease constitutes a financing or conveys any interest conditions contained in the Properties other than Leases upon 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 part of the Operating Leaselessee thereunder to be observed or performed in a commercially reasonable manner, any other space Leases listed on Schedule X provided , however , Borrower shall not terminate or permitted hereunder andaccept a surrender of a Major Lease without Lender’s prior approval which approval shall not be unreasonably withheld, with respect delayed or conditioned provided further, however, that it shall not be unreasonable for Lender 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 withhold its approval if the passage of time Senior Mezzanine Lender or the giving Junior A Mezzanine Lender or the Junior B Mezzanine Lender (or any holder of noticeany loan which refinanced such mezzanine loans) do not approve such termination or surrender, or both, would constitute such a default thereunder. No Rent under (iii) shall not collect any Operating Lease has been paid of the Rents more than one (1) month in advance (other than security deposits and lease termination payments permitted under Leases permitted hereunder); (iv) shall not execute any assignment of its due date and no Rents lessor’s interest in the Leases 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 as contemplated by the Loan Documents); and (v) shall hold all security deposits under all Leases in accordance with Legal Requirements. Upon request, Borrower shall furnish Lender with executed copies of all Leases. (c) Notwithstanding anything to the contrary contained in this Section 4.1.9: (i) whenever Lender’s approval or consent is required pursuant to the Mortgage and Assignment provisions of Leases (as this Section 4.1.9, Borrower shall have the right to submit a term sheet for any Major Lease or any renewal, modification or amendment thereof to Lender for Lender’s approval, such approval not to be unreasonably withheld, delayed or conditioned. Any such term is defined sheet submitted to Lender shall set forth all material terms of the proposed Major Lease (or renewal, modification or amendment thereof) including, without limitation, identity of tenant, square footage, term, rent, rent credits, abatements, work allowances and tenant improvements to be constructed by Borrower and include a request containing a legend in bold letters stating that upon Lender’s failure to respond within ten (10) Business Days the lease transaction described in the Mortgage Loan Agreement)term sheet shall be deemed consented to and approved. No Operating Company has assigned the Operating Lease Lender shall respond within ten (10) Business Days after Lender’s receipt of Borrower’s written request for approval or sublet all consent of such term sheet. If Lender fails to respond to such request within ten (10) Business Days, Lender shall be deemed to have approved or any portion of any Individual Property except consented to such term sheet; (ii) whenever Lender’s approval or consent is required pursuant to the Operating provisions of this Section 4.1.9 for any matter that Lender has not previously approved a term sheet pursuant to Section 4.1.9(c)(i) above, Lender shall respond within ten (10) Business Days after Lender’s receipt of Borrower’s written request for such approval or consent which contains a legend in bold letters stating that Lender’s failure to respond within ten (10) Business Days shall be deemed consent or approved. If Lender fails to respond to such request within ten (10) Business Days, Lender shall be deemed to have approved or consented to the matter for which lender’s consent or approval was sought; (iii) whenever Lender’s approval or consent is required pursuant to the provisions of this Section 4.1.9 for any matter that Lender has previously approved a term sheet pursuant to Section 4.1.9(c)(i) above, Lender shall respond within ten (10) Business Days after Lender’s receipt of Borrower’s written request for such approval or consent containing a legend in bold letters stating that Lender’s failure to respond within ten (10) Business Days shall be deemed consent or approval. If Lender fails to respond to such request within ten (10) Business Days, Lender shall be deemed to have approved or consented to the matter for which Lender’s consent or approval was sought. The ten (10) Business Day periods contained in this subsection (iii) shall be reduced to three (3) Business Days if the matter involves a new Major Lease or an amended and restated Major Lease, a term sheet is approved, a blacklined copy of the terms hereofnew document against the Approved Lease Form is delivered to Lender and an Officer’s Certificate is delivered to Lender, in each case indicating that the new document’s only differences with the Approved Lease Form are as reflected in the approved term sheet and those which do not materially adversely affect the Property, Borrower or Lender; (iv) in the event that Lender shall have approved (or be deemed to have approved) a term sheet submitted by Borrower with respect to a certain Lease, Lender shall not withhold its approval or consent with respect to such Lease on the basis of any provisions of such Lease dealing with the items contained in the approved term sheet or any other provisions which do not materially adversely affect the Property, Borrower or Lender; and (v) Borrower shall have the right, without the consent or approval of Lender in any instance, to terminate or accept a surrender of any Lease that is not a Major Lease.

Leases. (a) The Operating list of the current Leases (set forth in the Rent Roll is true and correct as amended and restated on of the date hereofAgreement Date. Except for the Leases, and together with there are no other leases, licenses or other agreements providing a party any certificates and notifications entered into in connection therewith) and right of occupancy of the Operating Lease Guaranty provided to Lender on Property which would become an obligation of Bedford after the Original Closing Date (or, with Date. With respect to those Operating Leases relating to Swap Properties, on the Swap Closing DateLeases: (i) are true, correct, accurate Each Lease has been duly and complete copies of such documents as in effect on the date hereof validly executed and constitute the entire agreement between delivered by 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 effect. (1ii) 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 assignment or assignment, hypothecation subletting of the Tenant’s interest under any Lease or pledge release of any Operating guarantor of the Tenant’s obligations except as specifically provided in the Rent Roll. (iii) The copy of each Lease delivered by Seller to Bedford is true and accurate and is unmodified except as set forth in any amendments delivered to Bedford. There are no understandings, oral or written, between the parties to the Lease which in any material manner vary the obligations or rights of either party. (iv) Seller has not received notice of default by Seller under any Lease and there is no default by a Tenant under a Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of Leases (as such term is defined shown in the Mortgage Loan Agreement). No Operating Company Rent Roll. (v) Except as set forth in each Lease, no Tenant has assigned the Operating Lease a right of refusal, option right or sublet other right to purchase all or any portion of a Property. (vi) The amount of any Individual security deposit held by or for the benefit of Seller under each Lease or any extension or expansion of any Lease is set forth on the Rent Roll and in the Lease with such Tenant. (vii) No rent under any Lease has been paid for more than thirty (30) days in advance. (viii) All leasing commissions for the Leases, including extensions or expansions of the Leases in effect as of the Agreement Date, have been paid. (ix) Seller has no knowledge or notice of: (a) any Tenant of the Property except pursuant under any Lease intending to vacate premises leased by such Tenant prior to the Operating Lease and termination of its Lease; (b) any right of offset against rent claimed by any Tenant of the terms hereofProperty; (c) any assertion by any Tenant of the Property of rights to improvements; or (d) the filing of any petition under the bankruptcy law or state insolvency laws or laws for the reorganization of debtors by any Tenant or its creditors. (x) There are no free rent, operating expense abatements, incomplete tenant improvements, rebates, allowances or other unexpired concessions or any termination, extension, cancellation or expansion rights under any existing or pending Lease.

Leases. (i) The lease schedule attached hereto as Exhibit L (the "Lease --------- ----- Schedule") lists all existing leases at such Seller's Properties (the "Existing -------- Leases") and set forth the following information with respect to each of the ------ Existing Leases: (a) The Operating Leases the apartment number, (as amended b) the commencement and restated on expiration dates, (c) the date hereof, and together with any certificates and notifications entered into in connection therewith) monthly rental payable and the Operating Lease Guaranty provided to Lender on amount of delinquent rent, (d) the Original Closing Date amount of any advance rentals and security deposits paid by the tenant, (or, with respect to those Operating Leases e) information relating to Swap any renewal option and (f) any other charges. (ii) No tenant has any option agreement of sale or any other right, title or interest in the Properties, on the Swap Closing Dateother than its tenancy under an Existing Lease. (iii) 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 information relating to the subject matter therein and there are no written agreements modifying, amending, supplementing or restating such documents. Except Existing Leases as set forth on in the Lease Schedule Xis true, the Properties are not subject to any space Leases other than the Operating Lease complete and space Leases providing for occupancy of less than one hundred accurate in all material respects. (100iv) square feet. Each Operating Lease is a “true lease” for all purposes To such Seller's knowledge, each of the Bankruptcy Code (including Section 365(d) Existing Leases is valid, subsisting 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 without amendment, modification or supplement, except as previously disclosed in writing to Purchaser, or as amended, modified or supplemented after the date hereof in accordance with this Agreement. (v) None of the Existing Leases and there none of the rents or other amounts payable thereunder has been assigned, pledged or encumbered, other than to the holders of the Existing Indebtedness. (vi) All material obligations of such Seller required to be performed under the Existing Leases have been performed and paid for in full. (vii) No brokerage and/or leasing commissions and/or lease referral fees are no material events of default thereunder by due or will become due to any party thereto and there are no conditions that, with by reason of the passage execution of time or any of the giving of noticeExisting Leases and/or rental to be paid thereunder, or bothany extension or renewal of any thereof. (viii) True, would constitute such a default thereunder. No Rent under any Operating correct and complete copies of the Existing Leases described on the Lease has been paid more than one (1) month in advance of its due date and no Rents or charges under the Operating Lease Schedule have been waived, released or otherwise discharged or compromised. There has been no prior sale, transfer or assignment, hypothecation or pledge delivered by such Seller to Purchaser. (ix) The amount of any Operating Lease, Operating Lease Guaranty or of the Rents except pursuant to the Mortgage and Assignment of outstanding claims by tenants under Existing Leases (as such term is defined does not exceed $10,000 in the Mortgage Loan Agreement). No Operating Company has assigned the Operating Lease or sublet all or aggregate for any portion of any Individual Property except pursuant to the Operating Lease and the terms hereofProperty, excluding tenant claims covered by insurance.