Common use of Leases Clause in Contracts

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is not subject to any Leases other than the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (e) except as otherwise disclosed on Schedule I, any free rent or other allowances required to be given by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property; and (j) except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a party.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) Section 4.10(a) of the rent roll attached hereto as Company Disclosure Schedule I contains an accurate and complete list of each lease pursuant to which the Company or any of its Subsidiaries leases any real or personal property (excluding leases or licenses of tower space to which either the Company or any of its Subsidiaries is true, a party and leases relating solely to personal property calling for rental or similar periodic payments not exceeding $100,000 per annum) (each a "Company Lease"). A true and complete and correct and the Property is not subject copy of each Company Lease has heretofore been made available to any Leases other than the Leases described in Schedule I, iPCS. (b) except as set forth To the knowledge of the Company, each Company Lease is valid, binding and enforceable in the estoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I are accordance with its terms and is in full force and effect to Borrower’s knowledge effect. The leasehold estate created by each Company Lease of real property (a "Company Leased Premise") is free and there clear of all Liens other than Permitted Liens. There are no existing defaults thereunder by Borrowerthe Company or any of its Subsidiaries under any of the Company Leases in any material respect, or and to the knowledge of Borrowerthe Company no event has occurred that (whether with or without notice, lapse of time or the happening or occurrence of any Tenantother event) would constitute a material default under any Company Lease. The Company has received no notice, and has no other reason to believe, that any lessor under any Company Lease will not consent (where such consent is necessary) to the consummation of the Merger without requiring any material modification of the rights or obligations of the lessee thereunder. (c) With respect to leases or licenses of tower space to which the copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no Rent (including security deposits) has been paid more than one (1) month in advance Company or any of its due date, Subsidiaries is a party (e) except as otherwise disclosed on Schedule I, any free rent or other allowances required to be given by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the "Company Tower Leases, the rents or any interests therein except to Lender"), (i) to the knowledge of the Company there are no Tenant applications, ordinances, petitions, resolutions or other party has an option matters pending before any governmental agency having jurisdiction to act on zoning changes that would prohibit or right make nonconforming the use of first refusal or offer, to purchase all any of the Company Leased Premises by the Company or any portion of its Subsidiaries, (ii) either the Company or one of its Subsidiaries has good and valid easement or other rights providing reasonable access and utilities to and from the Company Leased Premises under the Company Tower Leases, and (iii) neither the Company nor any of its Subsidiaries has voluntarily granted any, or is a party to any agreement providing for, or has knowledge of any, easements, conditions, restrictions, reservations, rights or options that would materially and adversely affect the use of any of the PropertyCompany Leased Premises under the Company Tower Leases for the same purposes and uses as such Company Leased Premises have been used by the Company or any of its Subsidiaries, except for Permitted Liens. Section 4.10(c) of the Company Disclosure Schedule identifies all Company Tower Leases which provide for the lease or license of six or more sites. (d) The Company has previously delivered to iPCS a true and correct schedule which lists the Company's wireless tower sites (the "Company Tower Sites"). With respect to each Company Tower Site, (i) the Company operates such site pursuant to a valid lease, license or master tower agreement; (ii) such site is operational, generates sufficient signal to carry wireless voice traffic and is interconnected with the Sprint PCS national network and (jiii) except as otherwise disclosed on Schedule Isuch site is in material compliance with applicable zoning requirements, no Tenant under any Lease that is not a Major Lease has Federal Aviation Administration (the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or "FAA") and FCC regulations and other occupancy agreement to which Borrower is not a partygovernmental regulations.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the The rent roll delivered by Seller to Buyer attached hereto as Schedule I Exhibit 6.07 is true, complete and correct and accurate as of the date thereof. There are no leases affecting the Property is not subject to any Leases other than the Leases described listed on the rent roll. Each of the Leases is in Schedule Ifull force and effect and has not been further modified or amended except as otherwise disclosed by Seller to Buyer in writing. There are no written or oral promises undertakings, (b) or agreements between Seller and any tenant that have not been disclosed by Seller as part of Seller's Information provided by Seller to Buyer, except as set forth in the estoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and Leases. To Seller's actual knowledge, there are no defaults thereunder by Borrowerany party to the Leases or any defenses, setoffs, or counterclaims for the benefit of the tenants under the Leases and no rent has been prepaid nor concessions given to the knowledge tenants under the Leases except as disclosed in the Leases. To Seller's actual knowledge, no tenant of Borrowerthe Property is the subject of a bankruptcy or insolvency proceeding. To Seller’s actual knowledge, there are no currently existing facts which, with the giving of notice or the lapse of time, or both, would constitute a default by Seller or any Tenanttenant under the Leases, (c) or which has given rise to a current dispute between Seller and any tenant under the copies Leases. No Lease is presently in arbitration or litigation, and no tenant, as of the date hereof has any charge, lien or offset under its Lease or otherwise against the rent or other charges due or to become due under such tenant’s Lease. Seller, to its actual knowledge, is in full compliance with all of its obligations under the Leases. Except as otherwise provided in Section 11.12 hereof, all tenant improvement allowances due any tenant currently occupying a portion of the Property have been or will be paid in full by Seller. Seller has not released any guarantors of any of the Leases delivered to Lender are true and completewill not, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (e) except as otherwise disclosed on Schedule I, any free rent or other allowances required to be given by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property; and (j) except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration of Closing, release any person or entity having liability under a Lease to the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partySeller as lessor therein.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the The Property is not subject to any Leases other than the Leases described in Schedule I, (b) except as set forth I attached hereto and made a part hereof. Borrower is the owner of the landlord’s interest in the estoppel letters Leases. No Person has any possessory interest in the Property or right to Lender or as set forth on Schedule I occupy the same except under and pursuant to the provisions of the Leases. The current Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrowereither party and there are no conditions that, with the passage of time or the giving of notice, or to the knowledge of Borrowerboth, any Tenant, (c) the would constitute defaults thereunder. The copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no . No Rent (including excluding security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by Borrower under each Lease has been performed as required in such Lease and has been accepted by the applicable tenant, (e) except as otherwise disclosed on Schedule Iand any payments, any free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant tenant has already been received by such Tenanttenant. There has been no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the LeasesRents received therein which is still in effect. Except as provided in Schedule I attached hereto, the rents no tenant listed on Schedule I attached hereto has assigned its Lease or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; and (j) except as otherwise disclosed on Schedule Ipremises demised thereby, no Tenant such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. No tenant under any Lease that is not has a Major right or option pursuant to such Lease or otherwise to purchase all or any part of the Property of which the leased premises are a part. No tenant under any Lease has any right or option for additional space in the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyImprovements.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is trueThere are no leases, complete and correct and license agreements or other occupancy agreements for the Property is not subject to any Leases binding upon the Purchaser or its successors other than the Leases described in Schedule I, (b) except on the schedule of leases attached hereto as set forth in the estoppel letters to Lender or as set forth on Schedule I Exhibit B. The copies of the Leases identified delivered to Purchaser by or on Schedule I behalf of Seller prior to the execution of this Agreement are true, accurate and complete in all material respects as of the date hereof, are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies none of the Leases delivered has been further modified, amended or extended. None of the Leases shall be further extended, modified or amended prior to Lender are true and completeClosing without the Purchaser’s consent, which shall not be unreasonably withheld, conditioned or delayed. Neither landlord nor, to Seller’s knowledge any of the tenants, is in default under the Leases, and there are no oral agreements with respect thereto, (d) other obligations of the landlord pertaining to the Property except as otherwise disclosed on Schedule Iexpressly set forth in the Leases. To the knowledge of Seller, no Rent (including security deposits) has been paid more than one (1) month in advance of its due datecontroversy, (e) except as otherwise disclosed on Schedule Iclaim, any free rent dispute or other allowances required disagreement exists between the parties to be given by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, and no event has occurred which, with the rents giving of notice or the passage of time, or both, would constitute a default under any interests therein except to Lenderof the Leases. The Leases are all in full force and effect. Neither the tenants under the Leases (the “Tenants”) nor any other person, (i) no Tenant firm or other party corporation has an any right, option or right agreement to purchase the Property, including, but not limited to, purchase options or rights of first refusal or offer, to purchase all the Property or any portion thereof. The security deposits for the Leases are listed on Exhibit B and there are no security deposits or other deposits other than those described on Exhibit B. There are no brokerage, leasing or other commissions payable with respect to the Leases as of the Property; and (j) except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes date hereof, and at Closing, there shall be no such commissions payable, whether with respect to the term “Lease” shall not include present terms thereunder or any sublease renewals. There are no unperformed requirements under the Leases for the Seller to perform or other occupancy agreement to which Borrower is not a partyfund the performance of any tenant build-out or improvement work.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the The rent roll attached hereto as Schedule I XI is true, complete and correct in all material respects and the no Individual Property is not subject to any material Leases other than the Leases described in on Schedule I, (b) except as set forth XI. Either Owner or Operating Lessee is the owner and lessor of landlord’s interest in the estoppel letters Leases. No Person (other than Owner) has any possessory interest in any Individual Property or right to Lender or as set forth on Schedule I occupy the same except under and pursuant to the provisions of the Leases (other than typical short-term occupancy rights of hotel guests). The Leases identified on Schedule I XI are in full force and effect to Borrower’s knowledge and there are no material defaults thereunder by Owner, Operating Lessee or, to Borrower’s and Leasehold Pledgor’s knowledge, the other party beyond any applicable notice or cure period (except as disclosed on Schedule XI), and, to Borrower’s and Leasehold Pledgor’s knowledge, there are no conditions that, with the passage of time or the giving of notice, or to the knowledge of Borrowerboth, any Tenant, (c) the would constitute defaults thereunder. The copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no . No Rent relating to the Leases (including security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by Owner or Operating Lessee under each Lease has been performed as required and has been accepted by the applicable tenant. Any payments, (e) except as otherwise disclosed on Schedule Ifree rent, any free partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower Owner or Operating Lessee to any Tenant tenant has already been received by such Tenanttenant 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, (f) unabated rent under the Leases. Borrower or Leasehold Pledgor has delivered to Lender a true, correct and complete list of all security deposits made to Owner or Operating Lessee by tenants at the Properties which have not been applied (including accrued interest thereon), all of which are being held by Owner or Operating Lessee in accordance with the terms of the applicable Lease and applicable Legal Requirements. To Borrower’s and Leasehold Pledgor’s knowledge, each tenant is free from bankruptcy or reorganization proceedings. No tenant under any Lease (gor any sublease) Borrower has no knowledge is an Affiliate of any notice Loan Party. To Borrower’s and Leasehold Pledgor’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 termination space at any Individual Property, except as set forth on Schedule XI. There has been no prior sale, transfer or default with respect to assignment, hypothecation or pledge of any Lease, (h) Borrower has not assigned Lease or pledged any of the Leases, Rents relating thereto or other Gross Revenue received therein which will be outstanding following the rents or any interests therein except funding of the Loan (other than to Lender, (i) no Tenant ). No tenant listed on Schedule XI has assigned its Lease or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor, to Borrower’s and (j) Leasehold Pledgor’s knowledge, does anyone except such tenant and its employees, guests and invitees occupy such leased premises. No tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. No tenant under any Lease has any right or option for additional space in the Improvements, except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyXI.

Leases. Borrower represents To the best of Borrower’s knowledge after due inquiry and warrants to Lender with respect to the Leases that: except as set forth on Schedule I, (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is not subject to any Leases other than the Leases described in Schedule II attached hereto and made a part hereof and the Hotel Operating Lease, (b) except as set forth Hotel Owner is the owner and lessor of landlord’s interest in the estoppel letters Hotel Operating Lease and Hotel Operator is the lessor under all other Leases, (c) no Person has any possessory interest in the Property or right to Lender or as set forth on Schedule I occupy the same except under and pursuant to the provisions of the Leases, (d) the current Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, either party and there are no oral agreements conditions that, with respect theretothe passage of time or the giving of notice, or both, would constitute defaults thereunder, (de) except as otherwise disclosed on Schedule I, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (ef) except all work to be performed by Borrower under each Lease has been performed as otherwise disclosed on Schedule Irequired 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 tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirementstenant, (g) Borrower there has been no knowledge prior sale, transfer or assignment, hypothecation or pledge of any notice Lease or of termination or default with respect to any Leasethe Rents received therein which is still in effect, (h) Borrower no tenant listed on Schedule I has not assigned its Lease or pledged any of the Leases, the rents or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; 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, (i) no tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part, and (j) except as otherwise disclosed on Schedule I, no Tenant tenant under any Lease that is not a Major Lease has any right or option for additional space in the right to terminate its Lease prior to expiration of Improvements except for rights expressly set forth in the stated term of such applicable Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a party.

Leases. Borrower represents The Property is not subject to any leases other than the Operating Lease and warrants to Lender with respect to the Leases that: (a) described in the rent roll attached hereto as Schedule I and made a part hereof, which rent roll, to Borrower’s knowledge, is true, complete and correct accurate in all material respects as of the Closing Date. Mortgage Borrower is the owner and lessor of landlord’s interest in the Leases. To Borrower’s knowledge, (i) with the exception of hotel guests and patrons, no Person has any possessory interest in the Property is not subject or right to any Leases other than occupy the Leases described in Schedule Isame except under and pursuant to the provisions of the Leases, (bii) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the current Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no neither Mortgage Borrower nor Operating Lessee have received or delivered written notice that either party is in default under any Lease except for (A) defaults thereunder by Borrowerwhich have been cured and (B) defaults that do not, or to in the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no aggregate have a materially adverse effect. No Rent (including security deposits) has been paid more than one (1) month in advance of its due datedate (except with respect to provision of rooms and banquet and meeting space in the ordinary course of business). All work to be performed by Mortgage Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant, (e) except as otherwise disclosed on Schedule Iand any payments, any free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Mortgage Borrower to any Tenant has already been received by such Tenant. There has been no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the LeasesRents received therein which is outstanding. To Borrower’s knowledge, the rents or any interests therein except to Lender, (i) no Tenant listed on Schedule I has assigned its Lease or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; and (j) except as otherwise disclosed on Schedule Ipremises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises. No Tenant under any Lease that is not has a Major right or option pursuant to such Lease has the right or otherwise to terminate its Lease prior to expiration purchase all or any part of the stated term leased premises or the building of such Leasewhich the leased premises are a part. For purposes hereofTo Borrower’s knowledge, no Hazardous Substances have been disposed, stored or treated by any tenant under any Lease on or about the term “Lease” shall not include leased premises nor does Borrower have any sublease knowledge of any tenant’s intention to use its leased premises for any activity which, directly or other occupancy agreement to which Borrower is not a partyindirectly, involves the use, generation, treatment, storage, disposal or transportation of any petroleum product or any toxic or hazardous chemical, material, substance or waste.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is The Properties are not subject to any Leases other than the Leases described in Schedule IOperating Leases, (b) except as set forth the Immaterial Leases. Borrower is the owner and lessor of landlord’s interest in the estoppel letters Leases. No Person has any possessory interest in any Individual Property or right to Lender or as set forth on Schedule I occupy the same except under and pursuant to the provisions of the Operating Leases, the Immaterial Leases. The Operating Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and and, there are no defaults thereunder by Borrower, Borrower or to any the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and completeOperating Tenant thereunder, and there are no oral agreements conditions that, with respect theretothe passage of time or the giving of notice, (d) except as otherwise disclosed on Schedule Ior both, no would constitute defaults under such Operating Lease. No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. There are no offsets or defenses to the payment of any portion of the Rents. All work to be performed by Borrower under each Operating Lease has been performed as required and has been accepted by the applicable Tenant, (e) except as otherwise disclosed on Schedule Iand any payments, any 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 has been no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice Operating Lease or of termination or default the Rents received therein which is still in effect. Other than with respect to any Lease, (h) Borrower has not assigned or pledged any of the Immaterial Leases, the rents or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; and (j) except as otherwise disclosed on Schedule Ipremises demised thereby. Other than in connection with an Out-Parcel, no Tenant 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. To Borrower’s knowledge, no Hazardous Materials have been disposed, stored or treated by any Tenant under any Operating Lease on or about the leased premises nor does Borrower have any knowledge of any Operating Tenant’s intention to use its leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any Hazardous Materials, except those that is are both (i) in compliance with current Environmental Laws and with permits issued pursuant thereto (if such permits are required), and (ii) either (A) in amounts not a Major Lease has in excess of that necessary to operate, clean, repair and maintain the right applicable Individual Property or each Operating Tenant’s business at such Individual Property as set forth in the Operating Leases, (B) held by such Operating Tenant for sale to terminate the public in its Lease prior ordinary course of business, or (C) fully disclosed to expiration of and approved by Lender in writing pursuant to the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyEnvironmental Reports.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is The Properties are not subject to any Leases other than the Leases described in Schedule III attached hereto and made a part hereof. Mortgage Borrower or Operating Tenant, (b) except as set forth the case may be, is the owner and lessor of landlord’s interest in the estoppel letters Leases. No Person has any possessory interest in any Individual Property or right to Lender or as set forth on Schedule I occupy the same except under and pursuant to the provisions of the Leases. The current Major Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and and, there are no material defaults thereunder by BorrowerMortgage Borrower or Operating Tenant, as the case may be, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and completetenant under any Major Lease, and there are no oral agreements conditions that, with respect theretothe passage of time or the giving of notice, (d) except as otherwise disclosed on Schedule Ior both, no would constitute material defaults under any Major Lease. No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. There are no offsets or defenses to the payment of any portion of the Rents payable with respect to Major Leases. All work to be performed by Mortgage Borrower or Operating Tenant, (e) except as otherwise disclosed on Schedule Ithe case may be, under each Major Lease has been performed as required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Mortgage Borrower or Operating Tenant, as the case may be, to any Tenant tenant has already been received by such Tenanttenant. There has been no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice of termination Major Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents Rents received therein which is still in effect. No tenant under any Lease has a right or any interests therein except option pursuant to Lender, (i) no Tenant such Lease or other party has an option or right of first refusal or offer, otherwise to purchase all or any portion part of the Property; and (j) except as otherwise disclosed on Schedule Ileased premises or the building of which the leased premises are a part. To Borrower’s knowledge, no Tenant Hazardous Materials have been disposed, stored or treated by any tenant under any Lease on or about the leased premises nor does Borrower have any knowledge of any tenant’s intention to use its leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any Hazardous Materials, except those that is are both (i) in material compliance with current Environmental Laws and with permits issued pursuant thereto (if such permits are required), and (ii) either (A) in amounts not in excess of that necessary to operate, clean, repair and maintain the applicable Individual Property or each tenant’s respective business at such Individual Property as set forth in their respective Leases, (B) held by a Major Lease has tenant for sale to the right public in its ordinary course of business, or (C) fully disclosed in the Environmental Reports or otherwise disclosed to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyand approved by Lender in writing.

Leases. Borrower represents The rent roll, which is included as part of Seller’s Deliveries, is a true, correct and warrants complete in all material respects and sets forth a list of the Leases and Tenants, including, but not limited to, the description, by agreement and document name and date, of each Lease, together with any amendments, assignments and other documents with respect thereto. The rent roll includes an addendum describing, with respect to Lender each Lease, the amount of any Leasing Commissions owing, the amount of any advance or prepaid rentals which have not accrued, any rental holidays which have not expired and other Tenant Inducement Costs granted to any Tenant which have not been fully utilized, if any. All of the information on the rent roll, including the description of the leased premises, the rent and other charges payable by Tenants, the terms and options to renew, and the Security Deposits, also is true, correct and complete in all material respects. The Leases provided to Buyer pursuant to Section 4.1(a) hereof are true and correct copies thereof and such Leases have not been amended or modified except as otherwise disclosed by Seller to Buyer. Seller is the “Landlord” or “Lessor” under the Leases and has full power and authority to assign the same to Buyer. Seller has not received written notice of any uncured event of default with respect to the Leases that: (a) performance of any of its obligations under the rent roll attached hereto as Schedule I is true, complete and correct and the Property is not subject to any Leases other than Leases. Each of the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I are is in full force and effect to Borrower’s knowledge and there are is no defaults monetary or non-monetary default under any Lease by either the landlord or the tenant thereunder, nor, to the best of Seller’s knowledge, has an event occurred which with the giving of notice or the passage of time or both would result in a default thereunder by Borrower, either the landlord or to the knowledge tenant thereunder. No valid claims or rights of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (e) except as otherwise disclosed on Schedule I, any free rent or other allowances required to be given by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination or default offset exist with respect to the Leases. No Leasing Commissions, Tenant Inducement Costs or other amounts are now payable to any LeasePerson under any agreement or understanding in connection with any Lease or the renewal thereof, or any other options thereunder (h) Borrower provided, however, if a Lease is renewed a commission may be due), nor does there exist any commission, compensation or other amount which may become payable to any broker or other agent under any agreement or understanding in connection with any Lease or renewal thereof, or any options thereunder. Seller has not assigned or pledged received written notice from any Tenants indicating the intention of the Leases, the rents or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property; and (j) except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right such Tenants to terminate its Lease prior or to expiration limit, amend or alter its Lease or its use or occupancy. Seller has not previously assigned, pledged, transferred, hypothecated or conveyed the Leases or any interest therein. All of the stated term work (including all tenant improvements) to be constructed and installed by Seller, as the landlord, in the leased premises located on the portion of the Property owned by such Lease. For purposes hereof, Seller and pursuant to the term “Lease” shall Leases is complete and fully paid for and/or will be complete and fully paid for on or before the Closing or if not include any sublease or other occupancy agreement an appropriate credit will be given to which Borrower is not a partyBuyer at the time of Closing.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the The rent roll attached hereto as Schedule I is true, complete and correct and the Property is not subject to any Leases other than the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the I. The Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the either party. The copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no . No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant. Any payments, (e) except as otherwise disclosed on Schedule Ifree rent, any free partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant has already been received by such Tenant, (f) . The Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises and have commenced the payment of rent under the Leases. There are no security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination or default with respect to any Lease, (h) Borrower has not assigned or pledged under any of the Leases, the rents . Each Tenant under a Lease is free from bankruptcy or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property; and (j) except as otherwise disclosed on Schedule I, no reorganization proceedings. No Tenant under any Lease that (or any sublease) is not a Major an Affiliate of Borrower. No Tenant under any Lease has is in default under the right to terminate its Lease prior to expiration of the stated term terms and conditions of such Lease. For purposes hereofThe 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 term “Lease” shall not include leasing of space at the Property, except as has been previously disclosed to Lender in writing, and no such fees or commissions will become due and payable in the future in connection with the Leases, including by reason of any sublease extension of such Lease or other occupancy agreement expansion of the space leased thereunder, except as has previously been disclosed to which Borrower is not a partyLender in writing.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is The Properties are not subject to any Leases other than the Leases described in on the Rent Roll attached as Schedule I, (b) except as set forth II hereto. Borrower is the owner and lessor of landlord’s interest in the estoppel letters Leases. To Borrower’s knowledge, no Person has any possessory interest in any Individual Property or right to Lender or as set forth on Schedule I occupy the same except under and pursuant to the provisions of the Leases. The current Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower or, to Borrower, or to the knowledge of Borrower’s knowledge, any Tenant, (c) the copies of the Leases delivered to Lender are true and completeTenant under any Lease, and there are no oral agreements conditions that, with respect theretothe passage of time or the giving of notice, (d) except as or both, would constitute defaults under any Lease. To Borrower’s knowledge, all Tenants under the Leases are currently in occupancy and have not ceased or substantially ceased operations, or otherwise disclosed on Schedule I“gone dark”. No Tenant has given notice of intent to cease operations, no substantially cease operations or otherwise “go dark.” No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. To Borrower’s knowledge, (e) except there are no offsets or defenses to the payment of any portion of the Rents. All work to be performed by Borrower under each Lease has been, or is being, performed as otherwise disclosed on Schedule Irequired 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 has been no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents or any interests Rents received therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property; and (j) except which is still in effect. Except as otherwise disclosed described on Schedule III, no Tenant under any Lease that is not has a Major right or option pursuant to such Lease has the right or otherwise to terminate its Lease prior to expiration purchase all or any part of the stated term leased premises or the building of which the leased premises are a part. To Borrower’s knowledge, no Hazardous Materials have been disposed, stored or treated by any Tenant under any Lease on or about the leased premises nor does Borrower have any knowledge of any Tenant’s intention to use its leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any Hazardous Materials, except those that are both (i) in compliance with current Environmental Laws and with permits issued pursuant thereto (if such Lease. For purposes hereofpermits are required), and (ii) either (A) in amounts not in excess of that necessary to operate, clean, repair and maintain the term “Lease” applicable Individual Property or each Tenant’s respective business at such Individual Property as set forth in their respective Leases, (B) held by a Tenant for sale to the public in its ordinary course of business, or (C) fully disclosed to Lender in writing pursuant to the Environmental Reports. (b) Lender shall not include any sublease or other occupancy agreement to which Borrower is not a partyhave all of the rights against lessees of each Individual Property located in the State of New York set forth in Section 291-1 of the Real Property Law of New York.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is has delivered a true, complete and correct and complete schedule (the “Rent Roll”) of all Leases affecting the Property is not subject to any Leases other than as of the Leases described in Schedule Idate hereof, (b) except as set which accurately and completely sets forth in all material respects for each such Lease, the estoppel letters to Lender or as set forth on Schedule I following: the Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to name of the knowledge of Borrower, any Tenant, (c) the copies Lease expiration date, the base rent payable, the amount of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no Rent (including security deposits) has been paid any rent prepaid more than one (1) month in advance advance, the security deposit held thereunder and any other material provisions of its due datesuch Lease. Upon Lender’s written request, Borrower shall provide true, correct and complete copies of all Leases described in the Rent Roll. Each Lease constitutes the legal, valid and binding obligation of Borrower and, to the best of Borrower’s knowledge and belief, is enforceable against the Tenant thereof. No default exists, or with the passing of time or the giving of notice or both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or the Property. Except as set forth in the Rent Roll, no Tenant under any Lease has, as of the date hereof, paid rent more than thirty (e30) except days in advance, and the rents under such Leases have not been waived, released, or otherwise discharged or compromised. All security deposits required under such Leases have been fully funded and are held by Borrower in a separate segregated account or as otherwise disclosed on Schedule Irequired by applicable law. No Lease provides any party with the right to obtain a lien or encumbrance upon the Property superior to the lien of this Deed of Trust. The Property forms no part of any property owned, any free rent used or other allowances required to be given claimed by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination as a residence or default with respect to any Lease, (h) Borrower has business homestead and is not assigned or pledged any exempt from forced sale under the laws of the Leases, state in which the rents or any interests therein except Premises is located. Borrower hereby disclaims and renounces each and every claim to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property; and (j) except Property as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyhomestead.

Leases. Borrower represents and warrants The Property is not subject to Lender with respect to any leases other than the Leases that: (a) described in the rent roll attached hereto as Schedule I and made a part hereof, which rent roll is true, complete and correct accurate in all respects as of the Closing Date. Mortgage Borrower is the owner and lessor of landlord’s interest in the Leases. No Person has any possessory interest in the Property is not subject (or any portion thereof) or right to any occupy the same except under and pursuant to the provisions of the Leases. The current Leases other than the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, either party and there are no oral agreements conditions that, with respect theretothe passage of time or the giving of notice, (d) except as otherwise disclosed on Schedule Ior both, no would constitute defaults thereunder. No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. All security deposits are held by Mortgage Borrower in accordance with applicable law. All work to be performed by Mortgage Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant, (e) except as otherwise disclosed on Schedule Iand any payments, any free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Mortgage Borrower to any Tenant has already been received by such Tenant. There has been no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents Rents received therein which is outstanding. No Tenant listed on Schedule I has assigned its Lease or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; and (j) except as otherwise disclosed on Schedule Ipremises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises. No Tenant under any Lease that is not has a Major 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 Lease has any right or option for additional space in the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyImprovements.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is The Properties are not subject to any Leases other than the Leases described in Schedule III attached hereto and made a part hereof. Borrower or Operating Tenant, (b) except as set forth the case may be, is the owner and lessor of landlord’s interest in the estoppel letters Leases. No Person has any possessory interest in any Individual Property or right to Lender or as set forth on Schedule I occupy the same except under and pursuant to the provisions of the Leases. The current Major Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and and, there are no material defaults thereunder by BorrowerBorrower or Operating Tenant, as the case may be, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and completetenant under any Major Lease, and there are no oral agreements conditions that, with respect theretothe passage of time or the giving of notice, (d) except as otherwise disclosed on Schedule Ior both, no would constitute material defaults under any Major Lease. No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. There are no offsets or defenses to the payment of any portion of the Rents payable with respect to Major Leases. All work to be performed by Borrower or Operating Tenant, (e) except as otherwise disclosed on Schedule Ithe case may be, under each Major 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 or Operating Tenant, as the case may be, to any Tenant tenant has already been received by such Tenanttenant. There has been no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice of termination Major Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents Rents received therein which is still in effect. No tenant under any Lease has a right or any interests therein except option pursuant to Lender, (i) no Tenant such Lease or other party has an option or right of first refusal or offer, otherwise to purchase all or any portion part of the Property; and (j) except as otherwise disclosed on Schedule Ileased premises or the building of which the leased premises are a part. To Borrower’s knowledge, no Tenant Hazardous Materials have been disposed, stored or treated by any tenant under any Lease on or about the leased premises nor does Borrower have any knowledge of any tenant’s intention to use its leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any Hazardous Materials, except those that is are both (i) in material compliance with current Environmental Laws and with permits issued pursuant thereto (if such permits are required), and (ii) either (A) in amounts not in excess of that necessary to operate, clean, repair and maintain the applicable Individual Property or each tenant’s respective business at such Individual Property as set forth in their respective Leases, (B) held by a Major Lease has tenant for sale to the right public in its ordinary course of business, or (C) fully disclosed in the Environmental Reports or otherwise disclosed to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyand approved by Lender in writing.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is The Properties are not subject to any Leases other than the Leases described in Schedule I, (b) II attached hereto and made a part hereof. No Person has any possessory interest in any Individual Property or right to occupy the same except as set forth in under and pursuant to the estoppel letters to Lender or as set forth on Schedule I provisions of the Leases. The current Leases identified on Schedule I are in full force and effect and to Borrower’s knowledge and 's knowledge, there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, either party and there are no oral agreements conditions that, with respect theretothe passage of time or the giving of notice, (d) except as otherwise disclosed on Schedule Ior both, no would constitute defaults thereunder. No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable tenant, (e) except as otherwise disclosed on Schedule Iand any payments, any free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant tenant has already been received by such Tenanttenant. There has been no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the LeasesRents received therein which is outstanding. To Borrower's knowledge, the rents nontenant listed on Schedule II has assigned its Lease or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; and (j) except as otherwise disclosed on Schedule Ipremises demised thereby, no Tenant such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. No tenant under any Lease that is not has a Major 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. Except as set forth in Schedule II, no tenant under any Lease has any right or option for additional space in the right Improvements except as set forth in Schedule II. 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 leased premises nor does Borrower have any knowledge of any tenant's intention to terminate use its Lease prior to expiration leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of the stated term of such Lease. For purposes hereofany petroleum product or any toxic or hazardous chemical, the term “Lease” shall not include any sublease material, substance or other occupancy agreement to which Borrower is not a partywaste, except in either event, incompliance with applicable federal, state or local statues, rules and regulations.

Leases. Borrower represents and warrants The Properties are not, to Lender with respect Borrower’s knowledge after due inquiry, subject to any leases other than the Leases that: (a) described in the rent roll attached hereto as Schedule I is and made a part hereof, which rent roll is, to Borrower’s knowledge after due inquiry, true, complete and correct accurate in all material respects as of the Closing Date. Borrower is the owner and the Property is not subject to any Leases other than the Leases described in Schedule I, (b) except as set forth lessor of landlord's interest in the estoppel letters Leases. To Borrower’s knowledge after due inquiry, no Person has any possessory interest in any Individual Property or right to Lender or as set forth on Schedule I occupy the same except under and pursuant to the provisions of the Leases. The current Leases identified on Schedule I are in full force and effect and, to Borrower’s knowledge and after due inquiry, there are no defaults thereunder by Borrower, landlord or the applicable Tenant (other than any additional rent arrearages disclosed to Lender prior to the knowledge of Borrower, Closing Date in any Tenant, (cdelinquency/aged receivables report) the copies of the Leases delivered to Lender are true and complete, and there are no oral agreements conditions that, with respect theretothe passage of time or the giving of notice, (d) except as otherwise disclosed on Schedule Ior both, no would constitute defaults thereunder. No Rent (including security deposits) has been paid to Borrower or Borrower’s predecessor-in-interest of more than one (1) month in advance of its due date, (e) date which Borrower will be affected by or bound to from and after the Closing Date. All security deposits are held by Borrower in accordance with applicable law. All work to be performed by Borrower under each Lease has been performed as required except as otherwise disclosed set forth on Schedule I4.1.26 and has, to Borrower’s knowledge after due inquiry, 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 has been no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice Lease or of termination or default with respect to any Leasethe Rents received therein by Borrower which is outstanding. Bank of America, (h) Borrower N.A. has not assigned or pledged any of sublet its interest in the LeasesMaster Lease and to Borrower’s knowledge after due inquiry, the rents no other Tenant listed on Schedule I has assigned its Lease or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; and (j) except as otherwise disclosed on Schedule Ipremises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises. No Tenant under any Lease that is not has a Major 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 other than the rights of first refusal and rights of first offer to purchase in favor of the Master Tenant as set forth in the Master Lease. No Tenant under any Lease has any right or option for additional space in the Improvements other than the expansion rights in favor of the Master Tenant as set forth in the Master Lease. Borrower has delivered to Lender a true, correct and complete copy of the Master Lease. As of the Closing Date, Master Tenant has the right to terminate its Lease (a) not more than 6,905 square feet of premises leased pursuant to the Master Lease, which right to terminate must be exercised prior to expiration June 30, 2023 and (b) not more than 105,016 square feet of premises leased pursuant to the Master Lease, which right to terminate may be exercised no earlier than January 1, 2017 but must be exercised prior to June 30, 2023. $3,000,000 is on deposit with Master Tenant as a security deposit and such security deposit satisfies the requirements of the stated term of such LeaseMaster Lease for any security deposit required to be delivered by the landlord thereunder. For purposes hereofNo URR Agreement (as defined in, the term “Master Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a party) exists.

Leases. (a) Borrower represents shall not enter into or amend any Lease without Lender's prior written consent, and warrants shall furnish to Lender, upon execution, a complete and fully executed copy of each Lease. Borrower shall provide Lender with a copy of each proposed Lease requiring the consent of Lender and with any information requested by Lender regarding the proposed Tenant thereunder. Lender may declare each Lease to be prior or subordinate to this Mortgage, at Lender's option. (b) Borrower shall, at its cost and expense, perform each obligation to be performed by the landlord under each Lease; not borrow against, pledge or further assign any rents or other payments due thereunder;not permit the prepayment of any rents or other payments due for more than thirty (30) days in advance; and not permit any Tenant to assign its Lease or sublet the premises covered by its Lease, unless required to do so by the terms thereof and then only if such assignment does not work to relieve the Tenant of any liability for performance of its obligations thereunder. (c) If any Tenant shall default under its Lease, Borrower shall, in the ordinary course of business, exercise sound business judgment with respect to such default, but may discount, compromise, forgive or waive claims or discharge the Leases that: (a) Tenant from its obligations under the rent roll attached hereto as Schedule I is true, complete and correct and the Property is not subject to any Leases other than the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender Lease or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, terminate or to the knowledge of Borrower, any Tenant, (c) the copies accept a surrender of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, Lease. (d) except If Borrower fails to perform any obligations of Borrower under any Lease or if Lender becomes aware of or is notified by any Tenant of a failure on the part of Borrower to so perform, Lender may, but shall not be obligated to, without waiving or releasing Borrower from any obligation in this Agreement or any of the other Loan Documents, remedy such failure, and Borrower agrees to repay upon demand all sums incurred by Lender in remedying any such failure, together with interest thereon from the date incurred at the Default Rate (as otherwise disclosed on Schedule I, no Rent (including security deposits) has been paid more than one (1) month defined in advance of its due date, the Note). (e) except as otherwise disclosed on Schedule I, any free rent or other allowances required to be given by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge For purposes of any notice of termination or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leasesthis Mortgage, the rents or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of following terms shall have the Property; and (j) except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a party.following meanings:

Leases. Borrower represents Corporation has any right, title or interest in, or any obligation or duty relating to, any real estate or real property, except for its interest as a tenant, lessee, subtenant or sub lessee under the lease for the Corporations’ principal place of business, (the “Leased Premises”), attached as Schedule 5.6 hereto (the “Lease”). (1) Corporation has delivered to Buyer true and warrants complete copies of the Lease, all amendments and supplements thereto and all such non-disturbance agreements, if any; (2) Corporation are the holders of the lessee’s interest, as applicable, in the Lease and Corporations have not assigned any Lease or any interest therein or subleased any portion of the Leased Premises; (3) the Lease is in full force and effect; (4) Corporation are not and, to Lender the best of the knowledge of the Corporation and each Selling shareholder, the landlord under the Lease is not in default under the Lease, and no event has occurred which, with the giving of notice or passage of time or both, would constitute a default by Corporation or, to the best of the knowledge of the Selling Shareholders, the landlord under the Lease; and (5) neither the execution or performance of this Agreement, with the consent of the landlord, in a form reasonably acceptable to landlord and Buyer, will result in a breach of or constitute a default under any of the Leases. b. The buildings and improvements situated on and comprising part of the Leased Premises, and all heating and air conditioning equipment and all plumbing, electrical and other mechanical facilities which are part of, or which service, such Leased Premises are, to the best of the knowledge of the Selling Shareholder, in good operating condition and repair and do not require any repairs other than routine maintenance, and with respect to the Leases that: (a) roof, free from leaks. c. To the rent roll attached hereto as Schedule I is truebest of Selling Shareholder’s knowledge, complete and correct and the Property is Corporation has not subject to any Leases other than the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (e) except as otherwise disclosed on Schedule I, any free rent or other allowances required to be given by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination any condemnation proceeding or default any other proceeding in the nature of eminent domain (a “Taking”) in connection with respect to any Lease, (h) Borrower has not assigned or pledged any of the LeasesReal Properties, and to Corporation’s knowledge no Taking has been threatened. d. All essential utilities (including water, sewer, gas, electricity and telephone service) are available to the rents or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property; and (j) except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyLeased Premises.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is trueThere are no leases, complete and correct and license agreements or other occupancy agreements for the Property is not subject to any Leases binding upon the Purchaser or its successors other than the Leases described in Schedule I, (b) except on the schedule of leases attached hereto as set forth in the estoppel letters to Lender or as set forth on Schedule I Exhibit B. The copies of the Leases identified delivered to Purchaser by or on Schedule I behalf of Seller prior to the execution of this Agreement are true, accurate and complete in all material respects as of the date hereof, are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies none of the Leases delivered has been further modified, amended or extended. None of the Leases shall be further extended, modified or amended prior to Lender are true and completeClosing without the Purchaser’s consent, which shall not be unreasonably withheld, conditioned or delayed. Neither landlord nor, to Seller’s knowledge any of the tenants, is in default under the Leases, and there are no oral agreements with respect thereto, (d) other obligations of the landlord pertaining to the Property except as otherwise disclosed on Schedule Iexpressly set forth in the Leases. To the knowledge of Seller, no Rent (including security deposits) has been paid more than one (1) month in advance of its due datecontroversy, (e) except as otherwise disclosed on Schedule Iclaim, any free rent dispute or other allowances required disagreement exists between the parties to be given by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, and no event has occurred which, with the rents giving of notice or the passage of time, or both, would constitute a default under any interests therein except to Lenderof the Leases. The Leases are all in full force and effect. Neither the tenants under the Leases (the “Tenants”) nor any other person, (i) no Tenant firm or other party corporation has an any right, option or right agreement to purchase the Property, including, but not limited to, purchase options or rights of first refusal or offer, to purchase all the Property or any portion thereof. The security deposits for the Leases are listed on Exhibit B and there are no security deposits or other deposits other than those described on Exhibit B. There are no brokerage, leasing or other commissions payable with respect to the Leases as of the Property; date hereof, and at Closing, there shall be no such commissions payable, whether with respect to the present terms thereunder or any renewals. Except for the funding of moving expenses offered to Xxxxxxx Development Corporation in connection with its First Amendment to Deed of Lease dated April, 2006 (j) except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration of the stated term costs of such Lease. For purposes hereofmoving expenses are a Seller obligation that will be credited to Purchaser at Closing), there are no unperformed requirements under the term “Lease” shall not include Leases for the Seller to perform or fund the performance of any sublease tenant build-out or other occupancy agreement to which Borrower is not a partyimprovement work.

Leases. Borrower represents and warrants to Lender The Operating Lessees are the lessors under the Leases as indicated in Schedule 6.25. No Person (other than hotel guests) other than with respect to Permitted Liens has any possessory interest in any Collateral Property or right to occupy the same except under and pursuant to the provisions of the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is not subject to any Management Agreements. The current Leases other than the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and and, there are no defaults thereunder by Borrowerany Borrower or, or to the knowledge best of each Borrower's knowledge, any Tenant, (c) the copies of the Leases delivered to Lender are true and completetenant under any Lease, and there are no oral agreements conditions that, with the passage of time or the giving of notice, or both, would constitute defaults under any Lease. With respect thereto, (d) except as otherwise disclosed on Schedule Ito the Major Leases, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date. There are no offsets or defenses to the payment of any portion of the Rents. All work to be performed by any Borrower under each Lease has been performed as required and has been accepted by the applicable tenant, (e) except as otherwise disclosed on Schedule Iand any payments, any free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by any Borrower to any Tenant tenant has already been received by such Tenanttenant. There has been no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents or Rents received therein which is still in effect. No tenant under any interests therein except to Lender, (i) no Tenant or other party Lease has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; premises demised thereby, nor does anyone except such tenant and (j) except as otherwise disclosed on Schedule I, no Tenant its employees occupy such leased premises other than with respect to Permitted Liens. No tenant under any Lease that is not has a Major right or option pursuant to such Lease or otherwise to purchase all or any part of Collateral Property. Except as set forth in the Leases, no tenant under any Lease has the any right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include or option for additional space in any sublease or other occupancy agreement to which Borrower is not a partyCollateral Property.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the The Property is not subject to any Leases leases other than the Leases described Lease. Xxxxxxxx is the owner and lessor of landlord's interest in Schedule Ithe Lease. No person has any possessory interest in the Property or right to occupy the same except Tenant under and pursuant to the provisions of the Lease. There are no prior assignments of the Lease, or any portion of the rents due and payable or to become due and payable, which are presently outstanding. There has been no prior sale, transfer or assignment, hypothecation or pledge of the Lease or of the rents received therein which is still in effect. There is no security deposit under the Lease. (b) except as set forth in the estoppel letters Xxxxxxxx has delivered to Lender a true, correct and complete copy of the Lease and Xxxxxx has entered into occupancy of the Property. Tenant is not subject to any bankruptcy, reorganization or as set forth on Schedule I arrangement proceedings or a general assignment for the Leases identified on Schedule I are benefit of creditors. (c) The Lease is in full force and effect to Borrower’s knowledge and there constitutes the legal, valid and binding obligation of Borrower and Tenant thereunder. There are no defaults thereunder by Borrower, or either party to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and completeLease, and there are no oral agreements conditions that, with respect theretothe passage of time or the giving of notice, (d) except as otherwise disclosed on Schedule Ior both, no Rent (including security deposits) would constitute a default thereunder. No rent has been paid more than one (1) month in advance of its due date. Tenant has no offset right or defense to the payment of rent under the Lease. All work to be performed by Borrower under the Lease has been performed as required and has been accepted by the Tenant, (e) except as otherwise disclosed on Schedule Iand any payments, any free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any the Tenant has already been received by such Tenant, Xxxxxx. (fd) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination or default with respect to any Lease, (h) Borrower Tenant has not assigned the Lease or pledged any of the Leases, the rents or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; and . (je) except as Tenant does not have a right or option pursuant to such Lease or otherwise disclosed on Schedule I, no Tenant under to purchase all or any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration part of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyProperty.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (ai) the rent roll attached hereto as Schedule I is true, complete and correct and the The Mortgaged Property is not subject to any Leases other than the Leases described in Schedule Ithe rent roll delivered to the Agent in connection with the making of the Loan. The location and size of each leased premises and the commencement and expiration date and the rent currently payable thereunder is in all material respects accurately set forth in such rent roll. To the Actual Knowledge of the Borrower, (b) except none of the Leases referred to in such rent roll has been assigned, modified, supplemented or amended in any way that would render inaccurate any material information contained in such rent roll. Except as set forth in such rent roll, no tenant under any Lease has any right or option to renew or extend the estoppel letters to Lender or Lease. Except as set forth on Schedule I in such rent roll, there are no "free rent" or other rental concessions under the existing Leases effective during the term of this Agreement. (ii) Except in connection with the Loan, the Borrower has not assigned, pledged or hypothecated its right, title or interest in, to or under the Leases identified on Schedule I of the Mortgaged Property or of the rentals thereunder. No tenant under any Lease has any right or option to cancel the Lease (other than pursuant to customary casualty and condemnation provisions). To the Actual Knowledge of the Borrower, all of the construction and other obligations to be performed by the landlord under the Leases have been satisfied, and any and all required payments to be made by the landlord under the Leases for tenant improvements have been made. No rent under the Leases has been paid more than one month in advance. No actions, whether voluntary or involuntary, are pending against any tenant under a Lease at the Mortgaged Property under the bankruptcy or insolvency laws of the United States or any state or territory of the United States. The current Leases are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to either party and no conditions which with the knowledge passage of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and completetime and/or notice would constitute defaults thereunder, and there are no oral agreements with respect theretoexisting defenses, (d) except as otherwise disclosed on Schedule I, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (e) except as otherwise disclosed on Schedule I, offsets or counterclaims held by any free rent or other allowances required to be given by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination or default with respect to any Lease, (h) Borrower has not assigned or pledged any tenant of the Leases, Mortgaged Property against the rents or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property; and (j) except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration of the stated term enforcement of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyLeases by Borrower.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and No portion of the Property is not subject to any Leases other than the Leases described in on the rent roll attached as Schedule I, (b) except as set forth I. Borrower is the owner and lessor of landlord’s interest in the estoppel letters Leases. No Person has any possessory interest in the Property or any portion thereof, except under and pursuant to Lender or as set forth on Schedule I the provisions of the Leases. The current Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no known defaults thereunder by Borrowereither party and there are no conditions that, with the passage of time or the giving of notice, or to the knowledge of Borrowerboth, any Tenant, (c) the would constitute defaults thereunder. The copies of the Leases 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 Rents (other than security deposits, (d) except as otherwise disclosed if any, listed on Schedule I, no Rent (including security deposits) has have been paid more than one (1) month in advance of its due date. All work to be performed by the landlord under each Lease has been performed as required in such Lease and has been accepted by the applicable Tenant, (e) except as otherwise disclosed on Schedule Iand any payments, any free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower the landlord under such Lease to any Tenant has already been received by such Tenant. There has been no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the LeasesRents received therein which is still in effect. Except as listed on Schedule I, the rents or any interests therein except to Lender, (i) no Tenant has assigned its Lease or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; and (j) except as otherwise disclosed on Schedule Ipremises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone, except such Tenant and its employees occupy such leased premises. No Tenant under any Lease that is not has a Major right or option pursuant to such Lease or otherwise to purchase all or any part of the Property. No Tenant under any Lease has any right or option for additional space in the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyImprovements.

Leases. Borrower represents and warrants To Borrower’s knowledge, the Properties are not subject to Lender with respect to any Material Leases other than the Material Leases that: (a) described in the rent roll attached hereto as Schedule I 4.1.26 and made a part hereof and, to Borrower’s knowledge, is true, complete and correct accurate in all material respects as of the Closing Date. Borrower is the owner and lessor of landlord’s interest in the Property is not subject to any Leases other than the Leases described in Schedule ILeases. To Borrower’s knowledge, (bi) with the exception of hotel guests and patrons, no Person has any possessory interest in any Individual Property or right to occupy the same except as set forth in under and pursuant to the estoppel letters to Lender or as set forth on Schedule I provisions of the Leases, (ii) the current Material Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no Borrower has not received or delivered written notice that either party is in default under a Material Lease except for (A) defaults thereunder by Borrowerwhich have been cured and (B) defaults that do not, or to in the knowledge of Borroweraggregate for any Individual Property, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no have a materially adverse effect. No Rent (including security deposits) has been paid more than one (1) month in advance of its due datedate (except with respect to provision of rooms and banquet and meeting space and services in the ordinary course of business). All work to be performed by Borrower under each Material Lease has been performed as required in all material respects and has been accepted by the applicable Tenant, (e) except as otherwise disclosed on Schedule Iand any payments, any 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. “To Borrower’s knowledge, (f) all security deposits are being held in accordance with Legal Requirementsexcept as described on Schedule 4.1.26, (g) Borrower has no knowledge of any notice of termination or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents or any interests therein except to Lender, (i) no Tenant under a Material Lease has assigned its Lease or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; and (j) except as otherwise disclosed on Schedule Ipremises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises. No Tenant under any Lease that is not has a Major 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 and no tenant under any Lease has any right or option for additional space in the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyImprovements.

Leases. To Borrower’s knowledge, Borrower represents has delivered (i) a true, correct and warrants to Lender with respect to complete schedule (each, a “Rent Roll”) of all Leases affecting each of the Leases that: (a) properties comprising the rent roll Property as identified on Exhibit B attached hereto (each, an “Individual Property”), and legally described on Exhibit A, as Schedule I is of the date hereof, which accurately and completely sets forth in all material respects for each such Lease, the following: the name of the Tenant, the Lease expiration date, extension and renewal provisions, the base rent payable, the security deposit held thereunder and any other material provisions of such Lease and (ii) true, complete and correct and the Property is not subject to any Leases other than the complete copies of all Leases described in Schedule Ithe applicable Rent Roll. To Borrower’s knowledge, (b) except as set forth in each Lease constitutes the estoppel letters legal, valid and binding obligation of Borrower and, to Lender or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect to best of Borrower’s knowledge and there are belief, is enforceable against the Tenant thereof. To the best of Borrower’s knowledge, information and belief, no defaults thereunder by Borrowerdefault exists, or to with the knowledge passing of time or the giving of notice or both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or the Property. To Borrower’s knowledge, no Tenant under any TenantLease has, (c) the copies as of the Leases delivered to Lender are true and completedate hereof, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no Rent (including security deposits) has been paid rent more than one (1) month in advance of its due dateadvance, (e) except as and the rents under such Leases have not been waived, released, or otherwise disclosed on Schedule Idischarged or compromised. To Borrower’s knowledge, any free rent or other allowances all security deposits required under such Leases have been fully funded and are held by Borrower in a manner consistent with applicable law. All work to be given performed by Borrower under the Leases has been substantially performed, all contributions to be made by Borrower to any Tenant has already the Tenants thereunder have been received by made and all other conditions precedent to each such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower ’s obligations thereunder have been satisfied. Each Tenant under a Lease has no knowledge of any notice of termination or default with respect to any Lease, (h) Borrower has not assigned or pledged any entered into occupancy of the Leasesdemised premises. To the best of Borrower’s knowledge and belief, each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the rents or benefit of creditors. No Lease provides any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property; and (j) except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has with the right to terminate its Lease prior obtain a lien or encumbrance upon the Property superior to expiration the lien of the stated term this Deed of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyTrust.

Leases. Borrower represents and warrants The Properties are not subject to Lender with respect to any leases other than the Leases that: (a) described in the rent roll attached hereto as Schedule I II and made a part hereof, which rent roll is true, complete and correct accurate in all respects as of the date hereof. Borrower is the owner and the Property is not subject to any Leases other than the Leases described in Schedule I, (b) except as set forth lessor of landlord’s interest in the estoppel letters Leases. No Person has any possessory interest in any Individual Property or right to Lender or as set forth on Schedule I occupy the same except under and pursuant to the provisions of the Leases. The current Leases identified on Schedule I are in full force and effect and, to Borrower’s actual knowledge and there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, either party and there are no oral agreements conditions that, with respect theretothe passage of time or the giving of notice, (d) except as otherwise disclosed on Schedule Ior both, no would constitute defaults thereunder. No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. All security deposits are held by Borrower in accordance with applicable law. To Borrower’s actual knowledge all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant , (e) except as otherwise disclosed on Schedule Iand any payments, any 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 has been no prior sale, transfer or assignment (f) all security deposits are being held in accordance with Legal Requirementsother than to Borrower), (g) Borrower has no knowledge hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Rents received therein (other than sales, transfers, assignments, hypothecations or pledges which may have been made by the Tenants under the Leases). To Borrower’s actual knowledge and except as indicated on Schedule II, the rents or any interests therein except to Lender, (i) no Tenant listed on Schedule II has assigned its Lease or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; premises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and (j) except its employees occupy such leased premises. Except as otherwise disclosed on Schedule Iset forth in the Leases with Albertson’s, no Tenant under any Lease that is not has a Major 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 Lease has any right or option for additional space in the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyImprovements.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is trueTrue, complete and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Property Data-Room, a complete list of which is not subject to any Leases other than set forth on Section 3.10(a) of the Leases described in Schedule I, Disclosure Schedules. (b) except as set forth No leasing commission remains payable by any Purchased Entity or the Market Place Seller in the estoppel letters to Lender respect of any Lease (or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, renewal thereof) or to the knowledge of Borrower, any Tenant, expansion option under such Lease that has been exercised. (c) To the copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (e) except as otherwise disclosed on Schedule I, any free rent or other allowances required to be given by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents or any interests therein except to LenderSeller Parties’ Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules. (d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity. (e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in the Rent Roll, there are no leasing or other party has an option fees or right of first refusal or offercommissions due, to purchase all nor will any become due, in connection with any Lease or any portion renewal or extension or expansion of the Property; and (j) except as otherwise disclosed on Schedule Iany Lease, no Tenant nor under any Lease that is not a Major Lease has understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the right to terminate its Lease prior to expiration procuring of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partytenants.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and No portion of the Property is not subject to any Leases other than the Leases described on the rent roll attached at Schedule I. Borrower is the owner and lessor of landlord’s interest in the Leases. No Person has any possessory interest in the Property or any portion thereof or right to occupy the same, except under and pursuant to the provisions of the Leases. Except as listed on Schedule I, (b) except as set forth I or disclosed in the estoppel letters certificates received by Agent on or prior to Lender or as set forth on Schedule I the Closing Date, the current Leases identified on Schedule I are in full force and effect and Borrower has neither received nor given notice of any default thereunder and, to the knowledge of Borrower’s knowledge and , there are no defaults thereunder by Borrowereither party and there are no conditions that, with the passage of time or the giving of notice, or to the knowledge of Borrowerboth, any Tenant, (c) the would constitute defaults thereunder. The copies of the Leases and any related guaranty (including all amendments thereto) delivered to Lender Agent are accurate, true and complete, and there are no oral agreements with respect thereto. Except as disclosed in the estoppel certificates received by Agent on or prior to the Closing Date, no Rents (d) except as otherwise disclosed other than USActive 36631986.12 -86- security deposits, if any, listed on Schedule I, no Rent (including security deposits) has have been paid more than one (1) month in advance of its due date, (e) except . Except as otherwise disclosed listed on Schedule II or disclosed in the estoppel certificates received by Agent on or prior to the Closing Date, all work to be performed by the landlord under each Lease has been performed as required in such Lease and has been accepted by the applicable Tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower the landlord under such Lease to any Tenant has already been received by such Tenant. There has been no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents Rents received therein which is still in effect. No Tenant under any Lease has a right or any interests therein except option pursuant to Lender, (i) no Tenant such Lease or other party has an option or right of first refusal or offer, otherwise to purchase all or any portion part of the Property; . Except as disclosed in the estoppel certificates received by Agent on or prior to the Closing Date and (j) except as otherwise disclosed on Schedule Iset forth in the applicable Lease, no Tenant under any Lease that is not a Major Lease has any right or option for additional space in the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyImprovements.

Leases. Borrower represents (A) Exhibit B is a true and warrants complete list of all of the Leases or other occupancy agreements with respect to Lender each of the Projects. Except as set forth in the Leases, there are no rights of first refusal, options to terminate without cause of the Subsidiary which is the landlord under such Lease, options to renew, options to purchase, or any rent abatements given to any of the Tenants after the Tenants are in occupancy and paying rent. (B) To Partnership’s knowledge, each of the Leases is in full force and effect according to the terms set forth therein, and has not been modified, amended, or altered, in writing or otherwise, except as set forth in Exhibit B. (C) Neither Partnership nor any Subsidiary has received written notice from any Tenant under the Leases of any unperformed obligation of the landlord under any of the Leases, including, without limitation, failure of the landlord to construct any tenant improvements that were required to have been completed prior to the date hereof by the landlord under the Leases. Neither Partnership nor any Subsidiary has been advised in writing of any claims or disputes giving rise to any setoff by any Tenant under the Leases. To Partnership’s knowledge, with respect to the Leases that: (a) as of the rent roll attached hereto as Schedule I is truedate hereof, complete and correct and the Property is not subject to any Leases other than the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender or as set forth shown on Schedule I the Leases identified on Schedule I are in full force 6 all tenant improvement allowances have been paid and effect to Borrowerall tenant improvements have been completed. (D) To Partnership’s knowledge and there are knowledge, no defaults thereunder by Borrower, or to the knowledge of Borrower, Tenant under any Tenant, (c) the copies of the Leases delivered to Lender are true and completeis in default under its Lease (beyond any applicable grace or cure period), and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no Rent (including security deposits) has been paid rent delinquencies of more than one thirty (130) month in advance of its due datedays. (E) There are no brokers’ commissions, (e) except as otherwise disclosed on Schedule Ifinders’ fees, any free rent or other allowances required charges payable or to be given by Borrower become payable to any Tenant has already been received by such Tenant, (f) all security deposits are being held third party on behalf of Partnership or any Subsidiary as a result of or in accordance connection with Legal Requirements, (g) Borrower has no knowledge of any notice of termination or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents including, without limitation, any unexecuted options to expand or any interests therein except to Lenderrenew, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property; and (j) except as otherwise disclosed set forth on Schedule I, no Tenant under any Lease that is not Exhibit C attached hereto and made a Major Lease has the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes part hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a party.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) Section 4.14(a) of the rent roll attached hereto as Disclosure Schedule I is truecontains an accurate and complete description of the terms of the Real Property Leases. A true and complete copy of each lease has been delivered to Purchaser. The Real Property Leases are valid, complete binding and correct enforceable upon Seller, and to the Property is not subject to any Leases Knowledge of Seller, upon the other than the Leases described party thereto in Schedule I, (b) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I accordance with their terms and are in full force and effect effect. To the Knowledge of Seller, the leasehold estate created by each of the Real Property Leases is free and clear of all Encumbrances. Except for the failure to Borrowerpay rent, the exact amount of such rent that is owed as of the date hereof is set forth on Section 4.14(a) of the Disclosure Schedule and is a part of the Payoff Consideration and is accrued and identified on Seller’s knowledge and financial statements, there are no existing defaults thereunder by BorrowerSeller under either of the Real Property Leases. No event has occurred that (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a default under the Real Property Leases. Seller has no reason to believe that the lessor under either of the Real Property Leases will not consent (where such consent is necessary) to the knowledge consummation of Borrower, the Transactions without requiring any Tenant, modification of the rights or obligations of the lessee thereunder. (cb) Section 4.14(b) of the Disclosure Schedule contains an accurate and complete description of the terms of each Lease. True and complete copies of the Leases each such lease has been delivered to Lender are true Purchaser. Each Lease is valid, binding and completeenforceable upon Seller, and there are no oral agreements with respect theretoto the Knowledge of Seller, (d) except as otherwise disclosed on Schedule I, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (e) except as otherwise disclosed on Schedule I, any free rent or upon the other allowances required to be given by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held party thereto in accordance with Legal Requirementsits terms and is in full force and effect. To the Knowledge of Seller, the leasehold estate created by each Lease is free and clear of all Encumbrances. There are no existing defaults by Seller under any Lease. No event has occurred that (gwhether with or without notice, lapse of time or the happening or occurrence of any other event) Borrower would constitute a default under any Lease. Seller has no knowledge of any notice of termination or default with respect reason to any Lease, (h) Borrower has not assigned or pledged any of believe that the Leases, the rents or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property; and (j) except as otherwise disclosed on Schedule I, no Tenant lessor under any Lease that will not consent (where such consent is not a Major Lease has necessary) to the right to terminate its Lease prior to expiration consummation of the stated term Transactions without requiring any modification of such Lease. For purposes hereof, the term “Lease” shall not include any sublease rights or other occupancy agreement to which Borrower is not a partyobligations of the lessee thereunder.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is trueTo Borrower's knowledge, complete and correct and the Property is not subject to any Leases other than the Leases Wal-Mart Lease described in Schedule Ion the Rent Roll attached as SCHEDULE II hereto and made a part hereof. To the best of Borrower's knowledge, (b) except as set forth no Person has any possessory interest in the estoppel letters Property or right to Lender or as set forth on Schedule I occupy the Leases identified on Schedule I are same except under and pursuant to the provisions of the Wal-Mart Lease. The Wal-Mart Lease is in full force and effect and to Borrower’s knowledge and 's knowledge, there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, either party and there are no oral agreements conditions that, with respect theretothe passage of time or the giving of notice, (d) except as otherwise disclosed on Schedule Ior both, would constitute defaults thereunder. To the best of Borrower's knowledge, no Rent (including security deposits) under Leases to which Borrower is a party has been paid more than one (1) month in advance of its due date. To the best of Borrower's knowledge, (e) except all work to be performed by Borrower under the Wal-Mart Lease has been performed as otherwise disclosed on Schedule Irequired 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 tenant has already been received by such Tenanttenant. To the best of Borrower's knowledge, (f) all security deposits are being held in accordance with Legal Requirementsthere has been no prior sale, (g) transfer or assignment, hypothecation or pledge by Borrower has no knowledge of any notice the Wal-Mart Lease or of termination or default with respect to any Leasethe Rents received therein which is outstanding. To Borrower's knowledge, (h) Borrower Wal-Mart has not assigned the Wal-Mart Lease or pledged any of the Leases, the rents or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; premises demised thereby, Wal-Mart does not hold its leased premises under assignment or sublease, nor does anyone except such tenant and (j) except its employees occupy such leased premises. Wal-Mart does not have a right or option pursuant to the Wal-Mart Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. Except as otherwise disclosed set forth in the Wal-Mart Lease, Wal-Mart does not have any right or option for additional space in the Improvements. To Borrower's actual knowledge based on Schedule Ithe Environmental Report delivered to Lender in connection herewith, no Tenant hazardous wastes or toxic substances, as defined by applicable federal, state or local statutes, rules and regulations, have been disposed, stored or treated by Wal-Mart under the Wal-Mart Lease on or about the leased premises nor does Borrower have any Lease that is not a Major Lease has knowledge of any tenant's intention to use its leased premises for any activity which, directly or indirectly, involves the right to terminate its Lease prior to expiration use, generation, treatment, storage, disposal or transportation of the stated term of such Lease. For purposes hereofany petroleum product or any toxic or hazardous chemical, the term “Lease” shall not include any sublease material, substance or other occupancy agreement to which Borrower is not a partywaste, except in either event, in compliance with applicable federal, state or local statues, rules and regulations.

Leases. Borrower represents (i) Attached hereto as Exhibit G is a list (the "Rent Roll") of each lease or agreement for the use or occupancy of the Property (collectively, the "Leases") as of the date of this Agreement. Said Rent Roll is complete in all material respects and warrants to Lender all information therein is accurate as of its date, and there are no Leases or tenancies with respect to the Leases that: (a) Property or any part thereof except as therein set forth. Except as disclosed on the rent roll attached hereto as Schedule I Rent Roll, no rental under any Lease has been collected in advance of the current month. BOND is true, complete the owner of the entire lessor's interest in and correct and the Property is not subject to any Leases other than each of the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender or as set forth on Schedule I and none of the Leases identified on Schedule I are or the rentals or other sums payable thereunder has been assigned or otherwise encumbered, except in connection with the Loans. (ii) Each of the Leases, including, without limitation, any guaranties thereof, is an enforceable Lease and is in full force and effect according to Borrower’s knowledge and there are no defaults thereunder the terms set forth therein, except as the enforcement thereof may be limited by Borrowerapplicable bankruptcy, insolvency, reorganization, moratorium, or to similar laws affecting the knowledge rights of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and completecreditors generally, and there are no oral agreements with respect thereto, (d) except by general equitable principles. Except as otherwise disclosed on Schedule I, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (e) except as otherwise disclosed on Schedule I, any free rent or other allowances required to be given by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents or any interests therein except to LenderGPLP, (i) no Tenant under any of the Leases is greater than forty-five (45) days delinquent in the (iii) To the best of Transferors' knowledge, no material event of default on behalf of BOND, as lessor, exists under any Lease and no event or condition exists that, upon the giving of notice or lapse of time, or both, would constitute a default by BOND under any Lease. No Tenant has given notice to BOND of any offsets, defenses or claims available against rent or other charges payable by such Tenant or other performance or obligations otherwise due from it under any Lease, except as specifically set forth in the Rent Roll. (iv) No guarantor of any Lease has been released or discharged, voluntarily or involuntarily, from any obligation under or in connection with any Lease or any transaction related thereto. (v) No Tenant or any other party has an option or right given notice of first refusal or offer, any claim (other than for customary refund at the expiration of a Lease) to purchase all or any portion part of any security deposit. The Rent Roll sets forth all security deposits held by BOND. (vi) Except as shown on the Property; and Rent Roll, Company has paid in full any of landlord's leasing costs or obligations, including, without limitation, any costs incurred by Company in connection with any tenant improvements. (jvii) except as otherwise disclosed on Schedule I, no No Tenant under any Lease that is not a Major Lease has the right indicated to Company either orally or in writing its intent to terminate its Lease Leases prior to expiration of the stated term of such Lease. For purposes hereof. (viii) Except as disclosed to GPLP, (A) no brokerage or similar fee is due or unpaid by Company with respect to the term “Lease” Leases, and (B) no brokerage or similar fee shall not include be due or payable after the Closing in connection with the Leases pursuant to any sublease agreement entered into by Company or other occupancy agreement to either Transferor or of which Borrower is not a partyeither Transferor or Company has knowledge.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the The Property is not subject to any Leases leases other than the Operating Lease and the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender or as set forth listed on Schedule I attached hereto and made a part hereof, which list is true, complete and accurate in all respects as of the Closing Date. Mortgage Borrower or Operating Company is the owner and lessor of landlord’s interest in the Leases. No Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Operating Lease and the Lease (the foregoing does not include transient hotel guests or attendees of banquet events). The current Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no material defaults thereunder by Borrower, or either party and to the knowledge of Borrower, any TenantMortgage Borrower and their respective Affiliates (including without limitation, (c) the copies of the Leases delivered to Lender are true and completeAffiliated Manager), and there are no oral agreements conditions that, with respect theretothe passage of time or the giving of notice, (d) except as otherwise disclosed on Schedule Ior both, no would constitute defaults thereunder. No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. All security deposits are held by Mortgage Borrower or Operating Company in accordance with applicable law. All work to be performed by Mortgage Borrower or Operating Company under each Lease has been performed as required and has been accepted by the applicable Tenant, (e) except as otherwise disclosed on Schedule Iand any payments, any 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, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents Rents received therein which is outstanding. No Tenant listed on Schedule I has assigned its Lease or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; premises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and (j) except its employees occupy such leased premises. No Tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. Except as otherwise disclosed set forth on Schedule II hereto, no Tenant under any Lease that is not a Major Lease has any right or option for additional space in the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyImprovements.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is The Properties are not subject to any Leases leases other than the Leases described in Schedule I, (b) except as set forth specified in the estoppel letters to Lender or as set forth on Schedule I related Title Insurance Policy. Borrower is the owner and lessor of landlord’s interest in the Leases. The current Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, either party and there are no oral agreements conditions that, with respect theretothe passage of time or the giving of notice, or both, would constitute defaults thereunder, except for such defaults that would not have a Material Adverse Effect. To Borrower’s knowledge: (da) no Person has any possessory interest in any Individual Property or right to occupy the same except as otherwise disclosed on Schedule I, under and pursuant to the provisions of the Leases; (b) no Rent (including security deposits) has been paid more than one (1) month in advance of its due date; (c) all work to be performed by Borrower under each Lease has been substantially performed as required and has been accepted by the applicable tenant, (e) except as otherwise disclosed on Schedule Iand any payments, any free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant tenant has already been received by such Tenanttenant; (d) there has been no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the LeasesRents received therein; (e) in each case, the rents unless otherwise indicated thereon, no tenant listed on Schedule II has assigned its Lease or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Propertypremises 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; (f) no Lease with respect to hotel rooms or residential space has a term of more than thirty (30) days; and (jg) except as otherwise disclosed on Schedule Iin the environmental reports delivered in connection with the Loan no hazardous wastes or toxic substances, no Tenant as defined by applicable federal, state or local statutes, rules and regulations, have been disposed, stored or treated by any tenant under any Lease that is not a Major on or about the leased premises nor does Borrower have any knowledge of any tenant’s intention to use its leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any petroleum product or any toxic or hazardous chemical, material, substance or waste. Except with respect to the Out Parcel, no tenant under any Lease has the a right or option pursuant to terminate its such Lease prior or otherwise to expiration purchase all or any part of the stated term leased premises or the building of such Lease. For purposes hereof, which the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not leased premises are a partypart.

Leases. Borrower represents To Borrower’s knowledge and warrants to Lender with respect to Operating Lessee’s knowledge, the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is Properties are not subject to any Leases other than (a) the Leases described in Schedule I, XIV attached hereto and made a part hereof and (b) except as set forth Leases of less than 5,000 square feet. Operating Lessee is the owner and lessor of landlord’s interest in the estoppel letters Leases. To Borrower’s knowledge and to Lender Operating Lessee’s knowledge (i) with the exception of hotel guests, no Person has any possessory interest in any Individual Property or as set forth on Schedule I right to occupy the same except under and pursuant to the provisions of the Leases, (ii) the current Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenanteffect, (ciii) the copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no Rent (including security deposits) has been paid more than one (1) month in advance of its due datedate and (iv) all work to be performed by Borrower and Operating Lessee under each Lease has been performed as required and has been accepted by the applicable tenant, (e) except as otherwise disclosed on Schedule Iand any payments, any free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower and/or Operating Lessee to any Tenant tenant has already been received by such Tenanttenant. To Borrower’s knowledge and to Operating Lessee’s knowledge (A) except for those tenants listed in Schedule XIV, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower no tenant under any Lease has no knowledge of any notice of termination a right or default with respect option pursuant to any Lease, (h) Borrower has not assigned such Lease or pledged any of the Leases, the rents or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, otherwise to purchase all or any portion part of the Property; leased premises or the building of which the leased premises are a part and (jB) except as otherwise disclosed on Schedule Ino Hazardous Substances have been disposed, no Tenant stored or treated by any tenant under any Lease that is not a Major Lease has on or about the right leased premises nor does Borrower or Operating Lessee have any knowledge of any tenant’s intention to terminate use its Lease prior to expiration leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of the stated term of such Lease. For purposes hereofany petroleum product or any toxic or hazardous chemical, the term “Lease” shall not include any sublease material, substance or other occupancy agreement to which Borrower is not a partywaste.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the The Subject Property is was not subject to any Leases as of the date of the rent roll delivered to Lender in connection with the making of the Loan (the "Rent Roll") other than the Leases described therein. No person has any possessory interest in Schedule Ithe Subject Property or right to occupy the same except under and pursuant to the provisions of the Leases and any subleases delivered thereunder. The location and size of each leased premises, (b) and the commencement and expiration date of each such Lease and the rent currently payable thereunder is accurately set forth on the Rent Roll. None of such Leases has been assigned, modified, supplemented or amended in any way that would render inaccurate any material information contained in the Rent Roll and, except in connection with the Loan, the Borrower has not assigned, pledged or hypothecated its right, title or interest in, to or under the Lease or of the rentals thereunder. No tenant under any Lease has any right or option to purchase the Subject Property or any portion thereof. Except as may be set forth in the estoppel letters Leases, no tenant under any Lease has any right or option to Lender renew, extend or cancel the Lease. Borrower has satisfied all of the construction and other obligations of a material nature to be performed by Borrower as set forth on Schedule I the landlord under the Leases, and Borrower has made any and all required payments to be made by Borrower as the landlord under the Leases identified on Schedule I for tenant improvements. There are no "free rent" or other rental concessions under the existing Leases effective during the term of this Agreement. All rental under the Leases has been paid through October 1996, and no rent under the Leases has been paid more than one month in advance. No actions, whether voluntary or involuntary, are pending against any tenant of the Subject Property under the bankruptcy or insolvency laws of the United States or any state or territory of the United States. The current Leases are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to either party and no conditions which with the knowledge passage of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and completetime and/or notice would constitute defaults thereunder, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (e) except as otherwise disclosed on Schedule I, any free rent or other allowances required to be given by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property; and (j) except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a party.existing

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the The rent roll attached hereto as Schedule I XI is true, complete and correct in all material respects and the no Individual Property is not subject to any Leases other than the Leases described in on Schedule I, (b) except as set forth XI. Owner is the owner and lessor of landlord’s interest in the estoppel letters Leases. No Person (other than Owner) has any possessory interest in any Individual Property or right to Lender or as set forth on Schedule I occupy the same except under and pursuant to the provisions of the Leases (other than typical short-term occupancy rights of hotel guests). The Leases identified on Schedule I XI are in full force and effect to Borrower’s knowledge and there are no material defaults thereunder by Owner or, to Borrower’s knowledge, the other party beyond any applicable notice or cure period (except as disclosed on Schedule XI), and, to Borrower’s knowledge, there are no conditions that, with the passage of time or the giving of notice, or to the knowledge of Borrowerboth, any Tenant, (c) the would constitute defaults thereunder. The copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no . No Rent relating to the Leases (including security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by Owner under each Lease has been performed as required and has been accepted by the applicable tenant. Any payments, (e) except as otherwise disclosed on Schedule Ifree rent, any free partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower Owner to any Tenant tenant has already been received by such Tenanttenant 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, (f) unabated rent under the Leases. Borrower has delivered to Lender a true, correct and complete list of all security deposits made to Owner by tenants at the Properties which have not been applied (including accrued interest thereon), all of which are being held by Owner in accordance with the terms of the applicable Lease and applicable Legal Requirements. To Borrower’s knowledge, each tenant is free from bankruptcy or reorganization proceedings. No tenant under any Lease (gor any sublease) Borrower has no knowledge is an Affiliate of any notice Loan Party. To Borrower’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 termination space at any Individual Property, except as set forth on Schedule XI. There has been no prior sale, transfer or default with respect to assignment, hypothecation or pledge of any Lease, (h) Borrower has not assigned Lease or pledged any of the Leases, Rents relating thereto or other Gross Revenue received therein which will be outstanding following the rents or any interests therein except funding of the Loan (other than to Lender, (i) no Tenant ). No tenant listed on Schedule XI has assigned its Lease or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor, to Borrower’s knowledge, does anyone except such tenant and (j) its employees, guests and invitees occupy such leased premises. No tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. No tenant under any Lease has any right or option for additional space in the Improvements, except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyXI.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the The Property is not subject to any Leases other than the Leases described Existing Lease. Borrower is the owner and lessor of landlord’s interest in Schedule I, (b) the Existing Lease. No Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Existing Lease. Except as set forth in the tenant estoppel letters certificate delivered to Lender or as set forth on Schedule I in connection with the Leases identified on Schedule I are closing of the Loan, the Existing Lease is in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, Borrower or to the knowledge of Borrower, any Tenant, (c) tenant under the copies of the Leases delivered to Lender are true and completeExisting Lease, and there are no oral agreements conditions that, with respect theretothe passage of time or the giving of notice, (d) except as otherwise disclosed on Schedule Ior both, no would constitute defaults under the Existing Lease. No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. There are no offsets or defenses to the payment of any portion of the Rents. All work to be performed by Borrower under the Existing Lease has been performed as required and has been accepted by the tenant, (e) except as otherwise disclosed on Schedule Iand any payments, any free rent, partial rent, rebate of rent or other payments, credits, allowances (including construction allowances) or abatements required to be given by Borrower to any tenant or any predecessor to the Existing Tenant (including Datek Online Holdings Corp. and/or its successors) has already been received by such TenantPerson. There has been no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice Lease or of termination or default the Rents received therein which is still in effect. To the best of Borrower’s knowledge, except as set forth in the tenant estoppel certificate delivered to Lender in connection with respect to any Leasethe closing of the Loan, (h) Borrower the Existing Tenant has not assigned or pledged any of the Leases, the rents or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; premises demised by the Existing Lease, and (j) except as otherwise disclosed on Schedule Ino one but the Existing Tenant, no Tenant and their respective employees occupy such leased premises. No tenant under any Lease that is not has a Major 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 Lease has any right or option for additional space in the right Improvements. To the best of Borrower’s knowledge after due inquiry, no Hazardous Materials have been disposed, stored or treated by any tenant under any Lease on or about the Property nor does Borrower have any knowledge of any tenant’s intention to terminate use its Lease prior leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any Hazardous Materials, except those that are both (i) in compliance with current Environmental Laws and with permits issued pursuant thereto (if such permits are required), and (ii) either (A) in amounts not in excess of that necessary to expiration operate, clean, repair and maintain the Property or each tenant’s respective business at the Property as set forth in their respective Leases, (B) held by a tenant for sale to the public in its ordinary course of business, or (C) fully disclosed to and approved by Lender in writing pursuant to the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyEnvironmental Reports.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) Section 4.24 of the rent roll attached hereto as Disclosure Schedule I contains a true and complete list of all real property leases, subleases, and licenses to which any Acquired Company is truea party or to which any Acquired Company was a party during the past five years, complete and correct and the Property is not subject or for which a right to use or occupy has been granted to any Leases other than Acquired Company (collectively, the Leases described in Schedule I, "Real Estate Leases"). (b) except as set forth in None of the estoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by BorrowerAcquired Companies, or to the knowledge of Borrowerthe Knowledge Parties, any Tenantother party to any of the Real Estate Leases is in default under any such Real Estate Lease nor is there any event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default under such Real Estate Lease. (c) the Seller has made available to Purchaser true, correct and complete copies of all Real Estate Leases. Each Real Estate Lease creates a good and valid leasehold estate in the Leases delivered to Lender are true leased premises thereby demised and complete, is in full force and there are no oral agreements effect with respect to the applicable Acquired Company and, to the knowledge of the Knowledge Parties, with respect to each other party thereto, . (d) except as otherwise disclosed on Schedule INo waiver, no Rent (including security deposits) indulgence or postponement of any of the applicable Acquired Company's obligations has been paid more than one (1) month in advance granted by a lessor/landlord under any of its due date, the Real Estate Leases. (e) except as otherwise disclosed on Schedule IAll rents, any free rent deposits and additional rents due pursuant to such Real Estate Leases have been paid or other allowances required to will be given by Borrower to any Tenant paid in full through the Closing, and no security deposit or portion thereof has already been received by applied in respect of a breach or default under such Tenant, Real Estate Leases that has not been redeposited in full. (f) None of the terms and conditions of any of the Real Estate Leases will be affected by, nor will any of the Real Estate Leases be in default as a result of the Closing, and all security deposits consents of landlords or other parties to the Real Estate Leases required in order to complete the Closing have been obtained, and are being held in accordance with Legal Requirements, full force and effect. (g) Borrower All necessary licenses, approvals and permits for the occupancy and operation of any leased premises for use as contemplated by the terms of the Real Estate Lease applicable to such leased premises, and to carry on business as carried on by an Acquired Company at such leased premises, have been obtained and are in good standing. (h) No Acquired Company has no received written notice or has any knowledge of any notice work orders, deficiency notices or other similar notices of termination or default non-compliance issued by any Governmental Authority with respect to any Lease, (h) Borrower has not assigned Real Estate Leases or pledged any of the Leases, leased premises that are the rents subject thereof that are outstanding or requiring work or repairs in connection with such leased premises or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property; and (j) except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partypart thereof.

Leases. Borrower represents and warrants to Lender Operating Lessee is the lessor under all Leases as indicated in Schedule 6.25. No Person (other than hotel guests) other than with respect to Permitted Liens has any possessory interest in any Collateral Property or right to occupy the same except under and pursuant to the provisions of the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is not subject to any Management Agreements. The current Leases other than the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and and, there are no defaults thereunder by Borrowerany Borrower or, or to the knowledge best of each Borrower’s knowledge, any Tenant, (c) the copies of the Leases delivered to Lender are true and completetenant under any Lease, and there are no oral agreements conditions that, with the passage of time or the giving of notice, or both, would constitute defaults under any Lease. With respect thereto, (d) except as otherwise disclosed on Schedule I, to the Major Leases,no Rent (including security deposits) has been paid more than one (1) month in advance of its due date. There are no offsets or defenses to the payment of any portion of the Rents. All work to be performed by any Borrower under each Lease has been performed as required and has been accepted by the applicable tenant, (e) except as otherwise disclosed on Schedule Iand any payments, any free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by any Borrower to any Tenant tenant has already been received by such Tenanttenant. There has been no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents or Rents received therein which is still in effect. No tenant under any interests therein except to Lender, (i) no Tenant or other party Lease has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; premises demised thereby, nor does anyone except such tenant and (j) except as otherwise disclosed on Schedule I, no Tenant its employees occupy such leased premises other than with respect to Permitted Liens. No tenant under any Lease that is not has a Major right or option pursuant to such Lease or otherwise to purchase all or any part of Collateral Property. Except as set forth in the Leases, no tenant under any Lease has the any right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include or option for additional space in any sublease or other occupancy agreement to which Borrower is not a partyCollateral Property.

Leases. Borrower represents The list of the current Leases set forth in the Rent Roll is true and warrants to Lender with correct as of the Agreement Date. Except for the Leases, there are no other leases, licenses or other agreements providing a party any right of occupancy of the Property which would become an obligation of Bedford after the Closing Date. With respect to the Leases that: Leases: (ai) To Seller's actual knowledge, each Lease has been duly and validly executed and delivered by the rent roll attached hereto parties thereto and is in full force and effect. (ii) To Seller's actual knowledge, there has been no assignment or subletting of the Tenant's interest under any Lease or release of any guarantor of the Tenant's obligations except as Schedule I specifically provided in the Rent Roll. (iii) The copy of each Lease delivered by Seller to Bedford is true, complete true and correct accurate and the Property is not subject to any Leases other than the Leases described in Schedule I, (b) unmodified except as set forth in any amendments delivered to Bedford. There are no understandings, oral or written, between the estoppel letters parties to Lender the Lease which in any material manner vary the obligations or rights of either party. (iv) Seller has not received any written notice of default by Seller under any Lease and to Seller's actual knowledge; there is no default by a Tenant under a Lease, except as shown in the Rent Roll. (v) Except as set forth on Schedule I the Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule Ieach Lease, no Rent (including security deposits) Tenant has been paid more than one (1) month in advance a right of its due daterefusal, (e) except as otherwise disclosed on Schedule I, any free rent option right or other allowances required to be given by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of a Property. (vi) The amount of any 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 commissions (a) that would be owed in the event early termination provisions are not exercised and (b) for extensions or expansions of the Leases in effect as of the Agreement Date, including the taking of the Must Take Space, will have been paid at the Closing or will be the sole obligation of Seller. Seller shall provide a Broker Letter in the form attached hereto as Exhibit L confirming that Bedford will not be responsible for any such commissions. (ix) Seller has no actual knowledge or written notice of: (a) any Tenant of the Property under any Lease intending to vacate premises leased by such Tenant prior to the termination of its Lease; (b) any right of offset against rent claimed by any Tenant of the Property; (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, except the Lease with Caremark, Inc., which provides for a right to expand its parking, and except for a current unused balance of the tenant allowance in the amount of $374,202.52 (jsubject to adjustment as provided in Section 3.2.5 above) except as otherwise disclosed on Schedule I, no which will be owing when properly requested by the Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration of the stated term of such Caremark Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a party.

Leases.  Borrower represents will:  (a) Not enter into any new lease, amendment or modification of any existing or future lease in any building on the Mortgaged Property, or any agreement of any kind permitting present or future occupancy or use of the Mortgaged Property or any part thereof or give any consent or exercise any option required or permitted under any lease without the prior written consent of Lender (which consent, in the case of any new lease or any amendment or modification of any existing or future lease with a non-Affiliate, will not be unreasonably withheld), and warrants will deliver to Lender promptly after execution thereof copies of all leases of space in the Mortgaged Property, regardless of the amount of space covered by such leases;  (b) Not amend, terminate or take any action with respect to any lease which would adversely affect Borrower's rights under, or cause or permit a termination of, any existing or future leases or agreements without the Leases that: prior written consent of Lender;  (ac) Punctually perform all the terms and conditions to be performed by Borrower under each lease and agreement to which the Mortgaged Property is at any time subject;  (d) Assign to Lender all leases and agreements and the rents and profits therefrom. Such assignments shall (i) be in form satisfactory to Lender, (ii) be legally sufficient to empower Lender to assign any such leases and agreements to any person or entity acquiring title to all or any part of the Mortgaged Property by foreclosure proceedings or otherwise; (iii) shall provide that after foreclosure or delivery of a deed in lieu of foreclosure, no assignee of any lease or agreement so assigned shall be liable to account to Borrower for rents or profits thereafter accruing; and (iv) permit Lender after any Event of Default has occurred and is continuing to collect rents and profits and to apply the same to the Obligations in the order set forth in the Credit Agreement;  (e) Promptly notify Lender of any material default of which Borrower has knowledge under any lease or occupancy agreement; and  (f) Upon request by Xxxxxx from time to time, and in any event annually on the anniversary date hereof, promptly furnish Lender with a certified rent roll stating the same categories of information for each tenant as are set forth on the rent roll attached hereto as Schedule I is to the Borrower's Certificate Respecting Leases of even date delivered by Borrower to Lender in connection with the closing of the Real Estate Term Loan (the “Borrower's Certificate”).  Borrower has heretofore furnished to Lender a true, accurate and complete rent roll of all tenants and correct and the Property is not subject to any Leases other than the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies occupants of the Leases delivered to Lender are true and completeImprovements as of the date hereof.  Xxxxxxxx has not received notice of a landlord default from any of the tenants, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (e) except as otherwise disclosed on Schedule I, any free rent or other allowances required to be given by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination or default disputes with respect to any Lease, (h) Borrower of the leases other than as expressly set forth in the Borrower's Certificate.  No tenant has not assigned any right to a credit or pledged offset against the rent payable pursuant to any of the Leasesleases other than as expressly set forth in the leases, the rents or no tenant is currently withholding payment of any interests therein except to Lenderrent, (i) no Tenant tenant has paid any rent or other party has an option or right of first refusal or offer, to purchase all or sum due under any portion of the Property; leases more than thirty days in advance of the due date thereof, and (j) no tenant is entitled to any free rent, payment or other credit except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has expressly set forth in the right to terminate its Lease prior to expiration of the stated term of such LeaseBorrower's Certificate. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a party.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto Except as specified on Schedule I is true, complete and correct and the Property is not subject to any Leases other than the Leases described in Schedule I3.8(b), (bA) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I are each Lease is in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, in all material respects; (cB) the copies assignment of the Leases delivered each Lease to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (e) except as otherwise disclosed on Schedule I, any free rent or other allowances required to be given by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held Purchaser in accordance with Legal Requirementsthis Agreement does not require the consent of any other Person, will not result in a breach of, or default under, such Lease, or otherwise cause such Lease to cease to be in full force and effect on identical terms following the Closing; (gC) Borrower Seller has no knowledge material disputes with any Landlords with respect to any Lease or any Leased Real Property and to Seller's Knowledge, no Landlord under any Lease has a dispute with Seller with respect to any Lease or any Leased Property; (D) neither Seller nor to Seller's Knowledge any other party to any Lease is in material breach or default under any Lease, -16- and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a breach or default under any Lease, or permit the termination or modification of any notice Lease or acceleration of termination rent under any Lease; (E) no portion of any security deposit tendered in accordance with any Lease has been applied with respect to a breach or default under such Lease which has not been restored in full; (F) Seller does not owe, and will not owe in the future, any brokerage commissions or finder's fees with respect to any Lease; (G) no party to any Lease (other than Seller) is an affiliate of Seller or otherwise has any economic interest in Seller; (H) Seller has not collaterally assigned or granted any other security interest in any Lease; (I) there are no Liens or encumbrances on the estate or interest created by any Lease; (J) the holders of all mortgages and other liens on the title to the Leased Real Property that are superior to Seller's leasehold interest in the Leased Real Property have executed Non-Disturbance Agreements, copies of which are included in the Lease Documents; (K) none of the Leases obligates the tenant to operate a business on the Leased Real Property or prohibits the tenant from closing the business currently operated on the Leased Real Property or entitles the landlord to exercise any rights or remedies against the tenant if the tenant closes the business currently conducted on the Leased Real Property; (L) none of the Leases contains restrictions on the tenant's ability to operate or lease a pharmacy on the Leased Real Property; (M) none of the Leases obligates the tenant to maintain, repair, or replace the roof or the parking area of the Improvements on the Leased Real Property (except that the tenant may be obligated to reimburse the landlord under the Leases for the tenant's proportionate share of costs incurred by Landlord to maintain, (hN) Borrower has not assigned or pledged any repair the roof of the LeasesImprovements or any parking area located on the Leased Real Property); (O) to Seller's Knowledge, the rents or landlord under the Leases has good and marketable title to the Leased Real Property; (P) Seller has good and marketable title to all leasehold interests under the Leases; (Q) to Seller's Knowledge, Seller has taken all necessary actions required under the Leases and/or applicable Legal Requirements to enforce its rights against the applicable landlord with respect to any interests therein except to Lender, (i) no Tenant or other party has an option or right known deferred maintenance obligation of first refusal or offer, to purchase all or a landlord at any portion of the PropertyPremises; and (jR) except as otherwise disclosed on Schedule Ino person or firm possesses or occupies, no Tenant under any Lease that is not a Major Lease or has the right to terminate its possess or occupy, any portion of any Leased Real Property, except for (i) that portion of any Leased Real Property that is a "common area" under the applicable Lease prior and (ii) those portions of any Leased Real Property occupied by subtenants pursuant to expiration of valid Subleases more particularly identified on Schedule 3.8(c). Notwithstanding the stated term of such materiality qualifiers in (C) and (D) above, Seller shall use all commercially reasonable efforts to provide Purchaser with written information regarding each dispute, breach and default arising in, under, or in connection with a Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a party.

Leases. Borrower represents (a) Schedule 2.1(a)(2) contains a list, complete and warrants accurate as of July 31, 2002, of each written Lease, including the amount of space, rent, security deposit and term, pursuant to Lender which Seller leases the premises of its business (the “Leased Premises”) with a demarcation indicating Leases that require Consent to be assigned or subleased. (b) There are no tenants or other occupants of the Leased Premises, other than Seller. (c) Each of the Leases is in full force and has not been modified, altered or amended and, neither Seller nor to Seller’s Knowledge, is the landlord in default under any of its respective obligations thereunder. (d) Seller has provided Buyer with true and accurate copies of each of the Leases and all amendments thereto. Should Seller be the landlord under such Leases, Seller has not received notice of default thereunder from any tenant, and Seller has not provided any tenant with any notice of default thereunder. Should Seller be the tenant under such Leases, Seller has not received any notice of default thereunder or has any Knowledge of any event which by itself or with the passage of time could result in a default under a Lease. (e) Seller has not received and has no Knowledge of any written notices of violations, citations, summonses, compliance orders, directives, suits, other legal process, or other written notices of potential liability under applicable zoning, building, fire or other applicable laws and regulations relating to the Leases or the Leased Premises. (f) Seller has not received and has no Knowledge or any written notice of a condemnation proceeding relating to the Leases or the Leased Premises. (g) Seller’s rights with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is Leased Premises are not subject subordinate to any Leases other than the Leases described mortgage, trust deed or ground lease except as provided in Schedule I, (b) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower4.18(g), or except where such lienholder has executed a non-disturbance agreement that assures Seller’s rights to possession and other rights granted under the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (e) except as otherwise disclosed on Schedule I, any free rent or other allowances required to be given by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property; and (j) except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a party.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is The Properties are not subject to any Leases other than the Leases described in the rent roll attached hereto as Schedule IIV and made a part hereof, (b) except which rent roll is true, complete and accurate in all material respects as set forth in of the estoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the Closing Date. The copies of the Leases 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. Borrower or Operating Lessee (as applicable) is the owner and lessor of landlord’s interest in the Leases. No Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Leases (and the Ground Lease, (d) except as otherwise disclosed on Schedule I, no the Master Lease and the Operating Lease). The current Leases are in full force and effect and Landlord has not delivered notice of default to any Tenant that remains outstanding beyond the expiration of all notice and cure periods thereunder by either party. No Rent (including security deposits) has been paid more than one (1) month in advance of its due datedate other than first month’s Rent and any security deposit. All security deposits are held by Borrower or Operating Lessee (as applicable) in accordance with applicable law. Except for any tenant improvement, (e) except rent concessions, rebates, leasing commissions or other payments, credits, allowances or abatements previously disclosed to Lender in writing, all work to be performed by Borrower or Operating Lessee under each Lease has been performed as otherwise disclosed on Schedule Irequired 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 Lessee to any Tenant tenant has already been received by such Tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge by Borrower or Operating Lessee of Borrower’s or Operating Lessee’s interest (fas applicable) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents Rents received therein which is still in effect. No Tenant under any Lease has a right or any interests therein except option pursuant to Lender, (i) no Tenant such Lease or other party has an option or right of first refusal or offer, otherwise to purchase all or any portion part of the Property; and (j) except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not leased premises or the building of which the leased premises are a Major Lease has the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partypart.

Leases. Borrower represents and warrants The Property is not subject to Lender with respect to any leases other than the Leases that: (a) described in the rent roll attached hereto as Schedule I and made a part hereof (the “Rent Roll”), which Rent Roll is true, complete and correct accurate in all material respects as of the Closing Date. Borrower is the owner and lessor of landlord’s interest in the Leases. No Person has any possessory interest in the Property is not subject (or any portion thereof) or right to any Leases other than occupy the Leases described in Schedule I, (b) same except under and pursuant to the provisions of the Leases. Except as set forth disclosed in the estoppel letters to Lender or as set forth on Schedule I Rent Roll, the current Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by either party and, to Borrower’s actual knowledge, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, and there are no oral agreements conditions that, with respect theretothe passage of time or the giving of notice, or both, would constitute defaults thereunder. Not more than five percent (d5%) except as otherwise disclosed on Schedule I, no of annual Rent (including security deposits) for all Property in the aggregate has been paid more than one (1) month in advance of its due date, date (e) except as otherwise disclosed on Schedule I, any free rent or other allowances required to be given by Borrower to any Tenant has already been received by such Tenant, (f) all than security deposits). All security deposits are being held by Borrower in accordance with Legal Requirementsapplicable law. There has been no prior sale, (g) Borrower has no knowledge transfer or assignment, hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the LeasesRents received therein which is outstanding. To Borrower’s actual knowledge, the rents or any interests therein except to Lender, (i) no Tenant listed on Schedule I has assigned its Lease or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; and (j) except as otherwise disclosed on Schedule Ipremises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises. No Tenant under any Lease that is not has a Major 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 Lease has any right or option for additional space in the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyImprovements.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is The Properties are not subject to any Leases leases other than the Leases described in Schedule I, (b) except as set forth specified in the estoppel letters to Lender or as set forth on Schedule I related Title Insurance Policy. Mortgage Borrower is the owner and lessor of landlord’s interest in the Leases. The current Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, either party and there are no oral agreements conditions that, with respect theretothe passage of time or the giving of notice, or both, would constitute defaults thereunder, except for such defaults that would not have a Material Adverse Effect. To Borrower’s knowledge: (da) no Person has any possessory interest in any Individual Property or right to occupy the same except as otherwise disclosed on Schedule I, under and pursuant to the provisions of the Leases; (b) no Rent (including security deposits) has been paid more than one (1) month in advance of its due date; (c) all work to be performed by Mortgage Borrower under each Lease has been substantially performed as required and has been accepted by the applicable tenant, (e) except as otherwise disclosed on Schedule Iand any payments, any free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Mortgage Borrower to any Tenant tenant has already been received by such Tenanttenant; (d) there has been no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the LeasesRents received therein; (e) in each case, the rents unless otherwise indicated thereon, no tenant listed on Schedule II has assigned its Lease or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Propertypremises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises; and (jf) except as otherwise disclosed on Schedule Iin the environmental reports delivered in connection with the Loan no hazardous wastes or toxic substances, no Tenant as defined by applicable federal, state or local statutes, rules and regulations, have been disposed, stored or treated by any tenant under any Lease that is not a Major on or about the leased premises nor does Borrower have any knowledge of any tenant’s intention to use its leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any petroleum product or any toxic or hazardous chemical, material, substance or waste. Except with respect to the Out Parcel, no tenant under any Lease has the a right or option pursuant to terminate its such Lease prior or otherwise to expiration purchase all or any part of the stated term leased premises or the building of such Lease. For purposes hereof, which the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not leased premises are a partypart.

Leases. Borrower represents and warrants to Lender The Operating Lessees are the lessors under the Leases as indicated in Schedule 6.25. No Person (other than hotel guests) other than with respect to Permitted Liens has any possessory interest in any Collateral Property or right to occupy the same except under and pursuant to the provisions of the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is not subject to any Management Agreements. The current Major Leases other than the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrowerany Borrower or, or to the knowledge best of each Borrower's knowledge, any Tenant, (c) the copies of the Leases delivered to Lender are true and completetenant under any Major Lease, and there are no oral agreements conditions that, with the passage of time or the giving of notice, or both, would constitute defaults under any Major Lease. With respect thereto, (d) except as otherwise disclosed on Schedule Ito the Major Leases, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date. There are no offsets or defenses to the payment of any portion of the Rents. All work to be performed by any Borrower under each Major Lease has been performed as required and has been accepted by the applicable tenant, (e) except as otherwise disclosed on Schedule Iand any payments, any free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by any Borrower to any Tenant tenant has already been received by such Tenanttenant. There has been no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice of termination Major Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents or Rents received therein which is still in effect. No tenant under any interests therein except to Lender, (i) no Tenant or other party Major Lease has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; premises demised thereby, nor does anyone except such tenant and (j) except as otherwise disclosed on Schedule I, no Tenant its employees occupy such leased premises other than with respect to Permitted Liens. No tenant under any Lease that is not has a right or option pursuant to such Lease or otherwise to purchase all or any part of Collateral Property. Except as set forth in the Major Leases, no tenant under any Lease has the any right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include or option for additional space in any sublease or other occupancy agreement to which Borrower is not a partyCollateral Property.

Leases. Borrower represents and warrants All existing Leases involving any of the Communities are described in Exhibit D, segregated by the particular Community to Lender with respect which such Leases apply. To the best of Contributor's knowledge, each tenant under a Lease is a bona fide tenant in possession or has a right to possession of the premises demised thereunder. Each of the Leases is in effect, was the result of arm's-length negotiation, is (to the Leases that: (abest of Contributor's knowledge) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is not subject to any Leases other than sublease, and has not been assigned (to the Leases best of Contributor's knowledge), modified, amended or rescinded (except as described in Schedule I, (b) except Exhibit D and the rights of each lessee thereunder are as set forth in the estoppel letters to Lender tenants only. No such lessee has any ownership interest or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (e) except as otherwise disclosed on Schedule I, any free rent or other allowances required to be given by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase all acquire any ownership interest in the applicable Community or any portion part thereof, and no such lessee has any right or option to renew or extend the lease term or to lease additional space within the applicable Community or to terminate except as in its Lease provided and as described in Exhibit D. No commissions to any broker or leasing agent are due or shall become due on account of any of the Property; and (j) except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration Leases or upon extension or renewal of the stated original term thereof or upon the leasing of additional space at the applicable Community, whether or not pursuant to an option or other rights contained in such Lease. For purposes hereofAll obligations of the lessor or landlord under the Leases which are to be performed on or before the Closing Date have been (or shall have been as of the Closing) performed and completed at no cost or expense to MHC. No default exists or is claimed to exist on the part of either the tenant or landlord under any of the Leases and no event or condition exists which, with the term “Lease” shall not include giving of notice, passage of time or both could constitute such a default, and no right or claim of set-off against rent exists or has been asserted by any sublease tenant under the Leases, except as described in Exhibit D. Exhibit D discloses all security and other deposits made by each of the tenants under the Leases, and no tenant is or other occupancy agreement was entitled to any rebate or concession which Borrower is not a disclosed on Exhibit D. Neither Contributor nor any Affiliated Partnership has received any advance payment of rent other than for the current month on account of any of the Leases except as shown in Exhibit D. There are no written or oral leases or tenancies affecting any of the Communities, nor are there any oral agreements which modify any of the Leases, other than those listed and described in Exhibit D. All of the Leases are assignable by Contributor or the applicable Affiliated Partnership, as landlord, without the consent of the tenant or any other party.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the The Property is not subject to any Leases other than the Leases described in on the Rent Roll attached as Schedule IIV hereto and made a part hereof. To the best of Borrower’s knowledge after due inquiry, (b) except as set forth no Person has any possessory interest in the estoppel letters Property or right to Lender or as set forth on Schedule I occupy the same except under and pursuant to the provisions of the Leases. The current Leases identified on Schedule I are in full force and effect and to Borrower’s knowledge and after inquiry, there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, either party and there are no oral agreements conditions that, with respect theretothe passage of time or the giving of notice, (d) except as otherwise disclosed on Schedule Ior both, would constitute defaults thereunder. To the best of Borrower’s knowledge after due inquiry, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date. To the best of Borrower’s knowledge after due inquiry, (e) except all work to be performed by Borrower under each Lease has been performed as otherwise disclosed on Schedule Irequired 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 tenant has already been received by such Tenanttenant. To the best of Borrower’s knowledge after due inquiry, (f) all security deposits are being held in accordance with Legal Requirementsthere has been no prior sale, (g) Borrower has no knowledge transfer or assignment, hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the LeasesRents received therein which is outstanding. To Borrower’s knowledge after inquiry, the rents except as set forth on Schedule IV, no tenant listed on Schedule IV has assigned its Lease or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; and (j) except as otherwise disclosed on Schedule Ipremises demised thereby, no Tenant such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. No tenant under any Lease that is not has a Major 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. Except as set forth in Schedule IV, no tenant under any Lease has any right or option for additional space in the right Improvements except as set forth in Schedule IV. To Borrower’s actual knowledge based on the Environmental Report delivered to terminate Lender in connection herewith, 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 leased premises nor does Borrower have any knowledge of any tenant’s intention to use its Lease prior to expiration leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of the stated term of such Lease. For purposes hereofany petroleum product or any toxic or hazardous chemical, the term “Lease” shall not include any sublease material, substance or other occupancy agreement to which Borrower is not a partywaste, except in either event, in compliance with applicable federal, state or local statues, rules and regulations.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is trueTo Borrower’s knowledge, complete and correct and the Property is not subject to any Leases other than Material Lease and, to Borrower’s knowledge, the Leases described rent roll with respect to the Property and attached hereto as Schedule 4.1.26 is true, complete and accurate in Schedule Iall material respects as of the Closing Date. Borrower or Operating Lessee is the owner and lessor of landlord’s interest in the Leases. To Borrower’s knowledge, (bi) except as set forth with the exception of hotel guests and patrons, no Person has any possessory interest in the estoppel letters Property or right to Lender or as set forth on Schedule I occupy the same except under and pursuant to the provisions of the Leases, (ii) the current Material Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no Borrower has not received or delivered written notice that either party is in default under a Material Lease except for (A) defaults thereunder by Borrowerwhich have been cured and (B) defaults that do not, or to in the knowledge of Borroweraggregate for the Property, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no have a Material Adverse Effect. No Rent (including security deposits) has been paid more than one (1) month in advance of its due datedate (except with respect to provision of rooms and banquet and meeting space and services in the ordinary course of business). All work to be performed by Borrower under each Material Lease has been performed as required in all material respects and has been accepted by the applicable Tenant, (e) except as otherwise disclosed on Schedule Iand any payments, any 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. To Borrower’s knowledge, (f) all security deposits are being held in accordance with Legal Requirementsexcept as described on Schedule 4.1.26, (g) Borrower has no knowledge of any notice of termination or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents or any interests therein except to Lender, (i) no Tenant under a Material Lease has assigned its Lease or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; and (j) except as otherwise disclosed on Schedule Ipremises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises. No Tenant under any Lease that is not has a Major 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 and no tenant under any Lease has any right or option for additional space in the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyImprovements.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is The Properties are not subject to any Leases leases other than the Leases described in Schedule I, (b) except as set forth specified in the estoppel letters to Lender or as set forth on Schedule I related Title Insurance Policy. Mortgage Borrower is the owner and lessor of landlord’s interest in the Leases. The current Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, either party and there are no oral agreements conditions that, with respect theretothe passage of time or the giving of notice, or both, would constitute defaults thereunder, except for such defaults that would not have a Material Adverse Effect. To Borrower’s knowledge: (da) no Person has any possessory interest in any Individual Property or right to occupy the same except as otherwise disclosed on Schedule I, under and pursuant to the provisions of the Leases; (b) no Rent (including security deposits) has been paid more than one (1) month in advance of its due date; (c) all work to be performed by Mortgage Borrower under each Lease has been substantially performed as required and has been accepted by the applicable tenant, (e) except as otherwise disclosed on Schedule Iand any payments, any free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Mortgage Borrower to any Tenant tenant has already been received by such Tenanttenant; (d) there has been no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the LeasesRents received therein; (e) in each case, the rents unless otherwise indicated thereon, no tenant listed on Schedule II has assigned its Lease or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises and (jf) except as otherwise disclosed on Schedule Iin the environmental reports delivered in connection with the Loan no hazardous wastes or toxic substances, no Tenant as defined by applicable federal, state or local statutes, rules and regulations, have been disposed, stored or treated by any tenant under any Lease that is not a Major on or about the leased premises nor does Borrower have any knowledge of any tenant’s intention to use its leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any petroleum product or any toxic or hazardous chemical, material, substance or waste. Except with respect to the Out Parcel, no tenant under any Lease has the a right or option pursuant to terminate its such Lease prior or otherwise to expiration purchase all or any part of the stated term leased premises or the building of such Lease. For purposes hereof, which the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not leased premises are a partypart.

Leases. Borrower represents The schedule of leases for the Property attached hereto as Schedule 5.3.2, (the “Lease Schedule”) reflects (i) all leases, subleases by 10/120 Ground Lessee, occupancy licenses, and warrants other occupancy agreements or tenancies affecting the Property and, to Lender the Seller’s knowledge, approved subleases (collectively, the “Leases”); (ii) all outstanding obligations of each of the Property LLCs to construct or pay for tenant improvements in connection with the Leases; (iii) any outstanding leasing commissions in connection with the Leases; and (iv) all security deposits under the Leases and any application, including an indication of those security deposits which are in the form of a letter or letters of credit. Each of the Leases is in full force and effect and neither the applicable Property LLC nor to Seller’s knowledge the tenant thereunder is in default under any Lease (beyond any applicable grace or cure period), and there are no rent delinquencies of more than thirty (30) days. None of Seller, the Property Managers, Illinois Manager or the Property LLCs have received written notice from any tenant under the Leases of any unperformed obligation of the landlord under any of the Leases, including, without limitation, failure of the landlord to construct any required tenant improvements. None of Seller, the Property Managers, Illinois Manager or the Property LLCs have been advised in writing of any claims or disputes giving rise to any setoff by any tenant under the Leases. To the best of Seller’s knowledge, with respect to the Leases that: (a) as of the rent roll attached hereto as Schedule I is truedate hereof, complete all tenant improvement allowances have been paid and correct and the Property is not subject all tenant improvements have been completed. There are no brokers’ commissions, finders’ fees, or other charges payable or to become payable to any Leases other than third party on behalf of Seller as a result of or in connection with the Leases described in Schedule ILeases, (b) including, without limitation, any unexecuted options to expand or renew, except as set forth in the estoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the 5.3.2. The copies of the Leases previously delivered by or on behalf of Seller to Lender Purchaser are true true, correct and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (e) except as otherwise disclosed on Schedule I, any free rent or other allowances required to be given by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination or default with respect to any Lease, (h) Borrower has not assigned or pledged any complete copies of the Leases. The termination of any Lease prior to Closing by reason of the tenant’s default or the termination of such Lease shall not affect the obligations of Purchaser under this Agreement in any manner or entitle Purchaser to an abatement of or credit against the Purchase Price or give rise to any other claim on the part of Purchaser. To the extent that any real property held by any Trust is used as a hotel or other lodging facility, the rents or any interests therein except to Lender, such real property is either (i) no Tenant leased to a hotel operator unrelated to such Trust or other party has an option or right of first refusal or offer, (ii) leased to purchase all or any portion of the Property; and (j) except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration of the stated term taxable REIT subsidiary of such Lease. For purposes hereofTrust at a market rate and operated on behalf of such taxable REIT subsidiary by an eligible independent contractor, as such terms are defined in the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyCode.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is trueThere are no leases, complete and correct and license agreements or other occupancy agreements for the Property is not subject to any Leases binding upon the Purchaser or its successors other than the Leases described in Schedule I, (b) except on the schedule of leases attached hereto as set forth in the estoppel letters to Lender or as set forth on Schedule I Exhibit B. The copies of the Leases identified delivered to Purchaser by or on Schedule I behalf of Seller prior to the execution of this Agreement are true, accurate and complete in all material respects as of the date hereof, are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies none of the Leases delivered has been further modified, amended or extended. None of the Leases shall be further extended, modified or amended prior to Lender are true and completeClosing without the Purchaser’s consent, which shall not be unreasonably withheld, conditioned or delayed. Neither landlord nor, to Seller’s knowledge any of the tenants, is in default under the Leases, and there are no oral agreements with respect thereto, (d) other obligations of the landlord pertaining to the Property except as otherwise disclosed on Schedule Iexpressly set forth in the Leases. To the knowledge of Seller, no Rent (including security deposits) has been paid more than one (1) month in advance of its due datecontroversy, (e) except as otherwise disclosed on Schedule Iclaim, any free rent dispute or other allowances required disagreement exists between the parties to be given by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, and no event has occurred which, with the rents giving of notice or the passage of time, or both, would constitute a default under any interests therein except to Lenderof the Leases. The Leases are all in full force and effect. Neither the tenants under the Leases (the “Tenants”) nor any other person, (i) no Tenant firm or other party corporation has an any right, option or right agreement to purchase the Property, including, but not limited to, purchase options or rights of first refusal or offer, to purchase all the Property or any portion thereof. The security deposits for the Leases are listed on Exhibit B and there are no security deposits or other deposits other than those described on Exhibit B. There are no brokerage, leasing or other commissions payable with respect to the Leases as of the Property; date hereof, and at Closing, there shall be no such commissions payable, whether with respect to the present terms thereunder or any renewals. Except for the tenant build-out work for Battelle offered under the Landlord’s recent response to Battelle’s request for proposal, which is to be paid by Seller under the terms of Section 2.4 above, and except for the funding of moving expenses offered to Xxxxxxx Development Corporation in connection with its First Amendment to Deed of Lease dated April, 2006 (j) except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration of the stated term costs of such Lease. For purposes hereofmoving expenses are a Seller obligation that will be credited to Purchaser at Closing), there are no unperformed requirements under the term “Lease” shall not include Leases for the Seller to perform or fund the performance of any sublease tenant build-out or other occupancy agreement to which Borrower is not a partyimprovement work.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the The Property is not subject to any Leases other than the Leases described in Schedule Ithe Rent Roll attached hereto as Exhibit C, (b) except which Rent Roll is accurate and complete in all material respects as set forth of the date hereof. Operating Lessee is the sole owner of the entire lessor’s interest in the estoppel letters Leases. No Person has any possessory interest in the Property or right to Lender or as set forth on Schedule I occupy the Leases identified on Schedule I are in full force same except under and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or pursuant to the knowledge provisions of Borrowerthe Leases. The Leases are valid and enforceable and have not been altered, modified or amended in any Tenant, (c) the manner since copies of the Leases same were last delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no Rent Lender. None of the Rents (including security deposits) has have been paid collected for more than one (1) month in advance advance. All work to be performed by Operating Lessee 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 its due date, (e) except as otherwise disclosed on Schedule I, any free rent or other payments, credits, allowances or abatements required to be given by Borrower Operating Lessee to any Tenant has tenant have already been received by such Tenanttenant. The current Leases are in full force and effect and, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no to the knowledge of Borrower, there are no defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. There has been no prior Transfer of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the LeasesRents received therein. To the knowledge of Borrower, the rents no tenant listed on Exhibit C has assigned its Lease or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; and (j) except as otherwise disclosed on Schedule Ipremises demised thereby, no Tenant such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. No tenant under any Lease that is not has a Major 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. Except as expressly provided under any Lease delivered to Lender prior to the Closing Date, no tenant under any Lease has any right or option for additional space in the right Improvements. True and correct copies of all Leases in existence as of the Closing Date were delivered to terminate its Lease Lender prior to expiration the execution of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partythis Agreement.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is The Properties are not subject to any Leases other than the Operating Leases described in Schedule I, (b) except as set forth II attached hereto and made a part hereof and residency agreements with residents of the Facilities. Owner is the owner and lessor of landlord’s interest in the estoppel letters Operating Leases. No Person has any possessory interest in any Individual Property or right to Lender or as set forth on Schedule I occupy the same except under and pursuant to the provisions of the Operating Leases identified on Schedule I and residency agreements with residents of the Facilities. The current Operating Leases are in full force and effect and, to Borrower’s knowledge and knowledge, there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, either party and there are no oral agreements conditions that, with respect theretothe passage of time or the giving of notice, (d) except or both, would constitute defaults thereunder. Except as otherwise disclosed on in Schedule III attached hereto, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by Owner under each Operating Lease has been performed as required and has been accepted by the applicable Operator Tenant, (e) except as otherwise disclosed on Schedule Iand any payments, any free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Operator Tenant has already been received by such Operator Tenant. To Borrower’s knowledge, (f) and except as disclosed in Schedule II attached hereto, all security deposits are being held in accordance with Legal Requirementswork to be performed by the applicable Operator Tenant under each Operating Lease has been performed. There has been no prior sale, (g) Borrower has no knowledge transfer or assignment, hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents Rents received therein which is still in effect. No Operator Tenant listed on Schedule II has assigned its Operating Lease or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and (j) except its employees occupy such leased premises. Other than as otherwise disclosed set forth on Schedule III, no Operator Tenant under any Lease that is not a Major Operating Lease has the a right or option pursuant to terminate its such Operating Lease prior or otherwise to expiration purchase all or any part of the stated term leased premises or the building of such Leasewhich the leased premises are a part. For purposes hereof, No tenant under any Lease has any right or option for additional space in the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyImprovements.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the The rent roll attached hereto as Schedule I XI is true, complete and correct in all material respects and the no Individual Property is not subject to any Leases other than the Leases described in on Schedule I, (b) except as set forth XI. Owner is the owner and lessor of landlord’s interest in the estoppel letters Leases. No Person (other than Owner) has any possessory interest in any Individual Property or right to Lender or as set forth on Schedule I occupy the same except under and pursuant to the provisions of the Leases (other than typical short-term occupancy rights of hotel guests). The Leases identified on Schedule I XI are in full force and effect to Borrower’s knowledge and there are no material defaults thereunder by Owner or, to Borrower’s knowledge, the other party beyond any applicable notice or cure period (except as disclosed on Schedule XI). and, to Borrower’s knowledge, there are no conditions that, with the passage of time or the giving of notice, or to the knowledge of Borrowerboth, any Tenant, (c) the would constitute defaults thereunder. The copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no . No Rent relating to the Leases (including security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by Owner under each Lease has been performed as required and has been accepted by the applicable tenant. Any payments, (e) except as otherwise disclosed on Schedule Ifree rent, any free partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower Owner to any Tenant tenant has already been received by such Tenanttenant 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, (f) unabated rent under the Leases. Borrower has delivered to Lender a true, correct and complete list of all security deposits made to Owner by tenants at the Properties which have not been applied (including accrued interest thereon), all of which are being held by Owner in accordance with the terms of the applicable Lease and applicable Legal Requirements. To Borrower’s knowledge, each tenant is free from bankruptcy or reorganization proceedings. No tenant under any Lease (gor any sublease) Borrower has no knowledge is an Affiliate of any notice Loan Party. To Borrower’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 termination space at any Individual Property, except as set forth on Schedule XI. There has been no prior sale, transfer or default with respect to assignment, hypothecation or pledge of any Lease, (h) Borrower has not assigned Lease or pledged any of the Leases, Rents relating thereto or other Gross Revenue received therein which will be outstanding following the rents or any interests therein except funding of the Loan (other than to Lender, (i) no Tenant ). No tenant listed on Schedule XI has assigned its Lease or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor, to Borrower’s knowledge, does anyone except such tenant and (j) its employees, guests and invitees occupy such leased premises. No tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. No tenant under any Lease has any right or option for additional space in the Improvements, except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyXI.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the The Property is not subject to any Leases other than the Leases described in Schedule I, (b) except as set forth I attached hereto and made a part hereof. Borrower is the owner and lessor of landlord’s interest in the estoppel letters Leases. No Person has any possessory interest in the Property or right to Lender or as set forth on Schedule I occupy the same except under and pursuant to the provisions of the Leases. The current Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, either party and there are no oral agreements conditions that, with respect theretothe passage of time or the giving of notice, (d) except as otherwise disclosed on Schedule Ior both, no would constitute defaults thereunder. No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant, (e) except as otherwise disclosed on Schedule Iand any payments, any 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 has been no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents Rents received therein which is still in effect. No Tenant listed on Schedule I has assigned its Lease or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; and (j) except as otherwise disclosed on Schedule Ipremises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises. No Tenant under any Lease that is not has a Major 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 Lease has any right or option for additional space in the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyImprovements.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (ai) the rent roll attached hereto as Schedule I is true, complete and correct and the The Property is not subject to any Leases other than the Leases described Master Lease, and the demised premises under the Master Lease constitute the entirety of the Land and the Improvements. The initial term of the Master Lease does not expire prior to the date that is the later to occur of the date that is (A) fifteen (15) years following the Must-Take Space Commencement Date (as defined in Schedule Ithe Master Lease and (B) fifteen (15) years following the Closing Date. Master Tenant is required to commence payment of base rental payments under the Master Lease, with respect to Building A, not later than the Closing Date, and, with respect to the Required Improvements, on the date (such date, the “Master Lease Payment Outside Date”) that is the earlier to occur of (x) the date on which the Project is Substantially Complete and (y) the Substantial Completion Due Date. (ii) With respect to each Lease (including, without limitation, the Master Lease, (bA) except as set forth Borrower is the owner of landlord’s interest in such Lease, (B) other than with respect to Permitted Encumbrances, no Person has any possessory interest in the estoppel letters Property or right to Lender or as set forth on Schedule I occupy the Leases identified on Schedule I are same except under and pursuant to the provisions of such Lease, (C) such Lease is in full force and effect effect, the tenants thereunder have accepted possession of and are in occupancy of all of their respective demised premises (except, prior to Borrower’s the Substantial Completion Due Date, Building B), are open for business, and are paying (except, prior to the Master Lease Payment Outside Date, the Master Lease Payments in respect of Building B) full, unabated rent, and no tenant under such Lease has given Borrower any notice of its intent to terminate such Lease or vacate the leased premises (and Borrower has no knowledge that any such tenant intends to so terminate or vacate), (D) Borrower has not received written notice from any tenant under such Lease claiming that Borrower (or any prior landlord) is in default thereunder, and to the knowledge of Borrower there are no defaults thereunder under such Lease by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect party thereto, (dE) except as otherwise disclosed on Schedule I, no Rent (including security deposits) Revenue has been paid more than one (1) month in advance of its due date, (eF) except all work to be performed by Borrower (or any prior landlord) under such Lease (other than, with respect to the Master Lease, the Required Improvements) has been performed as otherwise disclosed on Schedule Irequired and has been accepted by the applicable tenant, (G) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant tenant has already been received by such Tenanttenant, (fH) all security deposits are being held by Borrower in accordance with the terms of such Lease and applicable Legal Requirements, (gI) Borrower has no knowledge of any notice of termination tenant under such Lease is a debtor in state or default with respect to any federal bankruptcy, insolvency, or similar proceeding, (J) other than Master Tenant under the Master Lease, no tenant under such Lease (h) Borrower has not assigned or pledged any of the Leases, the rents or any interests therein except to Lendersublease) is an Affiliate of Borrower, (iK) except, in each case, in accordance with the express provisions of this Agreement, no Tenant tenant has assigned any interest in such Lease or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; and (j) except as otherwise disclosed on Schedule Ipremises demised thereby, no Tenant such tenant holds its leased premises under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration of the stated term of assignment or sublease, nor does anyone except such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a party.tenant and its

Leases. Borrower represents No Person has any possessory interest in any Individual ------ Property or right to occupy the same except under and warrants to Lender with respect pursuant to the provisions of the Leases. The current Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is not subject to any Leases other than the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect and, except as disclosed on Schedule XII attached hereto and to the best of Borrower’s knowledge 's knowledge, there are no material defaults thereunder by either party and there are no defaults thereunder by Borrowerconditions that, with the passage of time or the giving of notice, or to both, would constitute material defaults thereunder. Except for security deposits required under the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule Irespective Leases, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (e) except . There are no offsets or defenses to the payment of any portion of the Rents. Except as otherwise disclosed set forth on Schedule IXIII 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 tenant has already been received by such Tenanttenant. There is no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the LeasesRents received therein which is presently outstanding. Except as set forth on Schedule XIV attached hereto, the rents no tenant under any Lease has assigned its Lease or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and (j) except its employees occupy such leased premises. No tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. Except as otherwise disclosed on Schedule Iin a tenant estoppel certificate delivered to Lender in connection with the Loan, no Tenant tenant under any Lease that is not a Major has any right or option for additional space in the Improvements. To the best of Borrower's knowledge, no Hazardous Materials have been disposed, stored or treated by any tenant under any Lease has on or about the right leased premises in violation of Environmental Laws nor does Borrower have any knowledge of any tenant's intention to terminate use its Lease prior to expiration leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of the stated term any Hazardous Materials in violation of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyEnvironmental Laws.

Leases. Borrower represents The rent roll, which is included as part of Seller’s Deliveries, is a true, correct and warrants complete list of the Leases and Tenants. The rent roll describes, with respect to Lender each Lease, the amount of any advance or prepaid rentals which have not accrued. All of the information on the rent roll, including the description of the space, the rent payable by Tenants, the terms and options to renew, and the Security Deposits, also is true in all materials respects. The Leases provided to Buyer pursuant to Section 4.1(a) hereof are true and correct copies thereof and include any amendments or modifications thereto. Seller is the “Landlord” or “Lessor” under the Leases and has full power and authority to assign the same to Buyer. Seller has not received written notice of any uncured event of default with respect to the Leases that: (a) performance of any of its obligations under the rent roll attached hereto as Schedule I is true, complete and correct and the Property is not subject to any Leases other than Leases. Each of the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I are is in full force and effect and to BorrowerSeller’s knowledge and Knowledge there are is no defaults monetary or non-monetary default under any Lease by either the landlord or the tenant thereunder except as disclosed on the rent roll, nor, to Seller’s Knowledge, has an event occurred which with the giving of notice or the passage of time or both would result in a default thereunder by Borrower, either the landlord or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule Itenant thereunder. To Seller’s Knowledge, no Rent (including security deposits) has been paid more than one (1) month in advance valid claims or rights of its due date, (e) except as otherwise disclosed on Schedule I, any free rent or other allowances required to be given by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination or default offset exist with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases. To Seller’s Knowledge, the rents there is no intention or indication of intention by any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property; and (j) except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior or to expiration limit, amend or alter its Lease or its use or occupancy, except as disclosed on Schedule “3.0,” attached hereto. Seller has not previously assigned, pledged, transferred, hypothecated or conveyed the Leases or any interest therein except in financing transactions. All of the stated term work (including all tenant improvements) to be constructed and installed by the landlord in the leased premises pursuant to the Leases executed on or before August 1, 2010 is complete and fully paid for and/or will be complete and fully paid for on or before the Closing, or if not complete, as may be the case with respect to Chevy’s Fresh Mex Lease, will be completed by Seller at its cost after Closing. Buyer agrees to allow access to the Property to allow Seller to complete any such incomplete work after Closing, and to otherwise cooperate as reasonably necessary to enable Seller to complete such work. In addition, Buyer agrees to reasonably cooperate with Seller, at no cost or liability to Buyer, to allow Seller reasonable access to the Property after Closing, during normal business hours following reasonable prior notice to Buyer, as may be necessary for Seller to take any actions reasonably necessary to satisfy and obtain the release of such Leaseall bonds, guarantees, work agreements and other obligations of the Seller posted or made with governmental authorities in connection with the development and construction of the Property, and to satisfy and perform all obligations of Seller under this Agreement. For purposes hereofSeller agrees to indemnify, defend and hold harmless Buyer and Buyer’s members, managers, partners, officers, directors, shareholders, employees, agents, representatives, invitees, successors and assigns, from and against any and all causes of action, damages, losses, demands, judgments, liens, claims, costs, and expenses (including reasonable attorney’s fees and court costs) which arise or occur in connection with Seller’s activities on the Real Property after Closing, provided that under no circumstances shall Seller be liable or otherwise responsible for loss or damage: (i) caused by the acts or omissions of Buyer or its employees, agents, contractors, tenants, successors or assigns; or (ii) to the extent covered by Buyer’s insurance. Seller and any contractors of Seller that access the Property after Closing pursuant to this Section 9.6 shall maintain, with a company or companies lawfully authorized to do business in Maryland, commercial general liability insurance and workers compensation insurance, the term “Lease” liability policy to name Buyer as an additional insured thereto. Such liability insurance shall be written for not include any sublease or other occupancy agreement to which Borrower is not a partyless than $1,000,000.00 per occurrence.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is The Properties are not subject to any Leases covering 3000 square feet or more. Each Borrower or IDOT Guarantor, as applicable, is an owner and lessor of landlord’s interest under an Operating Lease. Each Operating Lease is absolutely and unconditionally subordinate to the liens, security interests and other than rights of Lender under the Loan Documents. No Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Leases described in Schedule I, (b) except as set forth in and the estoppel letters to Lender or as set forth on Schedule I the Operating Leases. The current Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrowereither party and there are no conditions that, with the passage of time or the giving of notice, or to the knowledge of Borrowerboth, any Tenant, (c) the would constitute defaults thereunder. The copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with any Borrower, or IDOT Guarantor, or Operating Tenant with respect thereto, (d) except as otherwise disclosed on Schedule I, no . No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by Borrower or IDOT Guarantor, (e) except as otherwise disclosed on Schedule Iapplicable, under each Lease has been performed as required in such Lease and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower or IDOT Guarantor, as applicable, to any Tenant tenant has already been received by such Tenanttenant. There has been no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents Rents received therein which is still in effect. No tenant has assigned its Lease or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; and (j) except as otherwise disclosed on Schedule Ipremises demised thereby, no Tenant such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. No tenant under any Lease that is not has a Major 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 Lease has any right or option for additional space in the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyImprovements.

Leases. Borrower represents The rent roll, which is included as part of Seller’s Deliveries, is a true, correct and warrants complete list of the Leases and Tenants. The rent roll describes, with respect to Lender each Lease, the amount of any advance or prepaid rentals which have not accrued. All of the information on the rent roll, including the description of the space, the rent payable by Tenants, the terms and options to renew, and the Security Deposits, also is true in all materials respects. The Leases provided to Buyer pursuant to Section 4.1(a) hereof are true and correct copies thereof and include any amendments or modifications thereto. Seller is the “Landlord” or “Lessor” under the Leases and has full power and authority to assign the same to Buyer. Seller has not received written notice of any uncured event of default with respect to the Leases that: (a) performance of any of its obligations under the rent roll attached hereto as Schedule I is true, complete and correct and the Property is not subject to any Leases other than Leases. Each of the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I are is in full force and effect and to BorrowerSeller’s knowledge and Knowledge there are is no defaults monetary or non-monetary default under any Lease by either the landlord or the tenant thereunder except as disclosed on the rent roll, nor, to Seller’s Knowledge, has an event occurred which with the giving of notice or the passage of time or both would result in a default thereunder by Borrower, either the landlord or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule Itenant thereunder. To Seller’s Knowledge, no Rent (including security deposits) has been paid more than one (1) month in advance valid claims or rights of its due date, (e) except as otherwise disclosed on Schedule I, any free rent or other allowances required to be given by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination or default offset exist with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases. To Seller’s Knowledge, the rents there is no intention or indication of intention by any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property; and (j) except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior or to expiration limit, amend or alter its Lease or its use or occupancy, except as disclosed on Schedule “3.0,” attached hereto. Seller has not previously assigned, pledged, transferred, hypothecated or conveyed the Leases or any interest therein except in financing transactions. All of the stated term work (including all tenant improvements) to be constructed and installed by the landlord in the leased premises pursuant to the Leases executed on or before August 1, 2010 is complete and fully paid for and/or will be complete and fully paid for on or before the Closing, or if not complete, will be completed by Seller at its cost after Closing. Buyer agrees to allow access to the Property to allow Seller to complete any such incomplete work after Closing, and to otherwise cooperate as reasonably necessary to enable Seller to complete such work. In addition, Buyer agrees to reasonably cooperate with Seller, at no cost or liability to Buyer, to allow Seller reasonable access to the Property after Closing, during normal business hours following reasonable prior notice to Buyer, as may be necessary for Seller to take any actions reasonably necessary to satisfy and obtain the release of such Leaseall bonds, guarantees, work agreements and other obligations of the Seller posted or made with governmental authorities in connection with the development and construction of the Property, and to satisfy and perform all obligations of Seller under this Agreement. For purposes hereofSeller agrees to indemnify, defend and hold harmless Buyer and Buyer’s members, managers, partners, officers, directors, shareholders, employees, agents, representatives, invitees, successors and assigns, from and against any and all causes of action, damages, losses, demands, judgments, liens, claims, costs, and expenses (including reasonable attorney’s fees and court costs) which arise or occur in connection with Seller’s activities on the Real Property after Closing, provided that under no circumstances shall Seller be liable or otherwise responsible for loss or damage: (i) caused by the acts or omissions of Buyer or its employees, agents, contractors, tenants, successors or assigns; or (ii) to the extent covered by Buyer’s insurance. Seller and any contractors of Seller that access the Property after Closing pursuant to this Section 9.6 shall maintain, with a company or companies lawfully authorized to do business in Maryland, commercial general liability insurance and workers compensation insurance, the term “Lease” liability policy to name Buyer as an additional insured thereto. Such liability insurance shall be written for not include any sublease or other occupancy agreement to which Borrower is not a partyless than $1,000,000.00 per occurrence.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the The rent roll attached hereto as Schedule I XI is true, complete and correct in all material respects and the no Individual Property is not subject to any material Leases other than the Leases described in on Schedule I, (b) except as set forth XI. Either Owner or Operating Lessee is the owner and lessor of landlord’s interest in the estoppel letters Leases. No Person (other than Owner) has any possessory interest in any Individual Property or right to Lender or as set forth on Schedule I occupy the same except under and pursuant to the provisions of the Leases (other than typical short-term occupancy rights of hotel guests). The Leases identified on Schedule I XI are in full force and effect to Borrower’s knowledge and there are no material defaults thereunder by Owner, Operating Lessee or, to Borrower’s and Leasehold Pledgor’s knowledge, the other party beyond any applicable notice or cure period (except as disclosed on Schedule XI), and, to Borrower’s and Leasehold Pledgor’s knowledge, there are no conditions that, with the passage of time or the giving of notice, or to the knowledge of Borrowerboth, any Tenant, (c) the would constitute defaults thereunder. The copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no . No Rent relating to the Leases (including security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by Owner or Operating Lessee under each Lease has been performed as required and has been accepted by the applicable tenant. Any payments, (e) except as otherwise disclosed on Schedule Ifree rent, any free partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower Owner or Operating Lessee to any Tenant tenant has already been received by such Tenanttenant 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, (f) unabated rent under the Leases. Borrower or Leasehold Pledgor has delivered to Lender a true, correct and complete list of all security deposits made to Owner or Operating Lessee by tenants at the Properties which have not been applied (including accrued interest thereon), all of which are being held by Owner or Operating Lessee in accordance with the terms of the applicable Lease and applicable Legal Requirements. To Borrower’s and Leasehold Pledgor’s knowledge, each tenant is free from bankruptcy or reorganization proceedings. No tenant under any Lease (gor any sublease) Borrower has no knowledge is an Affiliate of any notice Loan Party. To Borrower’s and Leasehold Pledgor’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 termination space at any Individual Property, except as set forth on Schedule XI. There has been no prior sale, transfer or default with respect to assignment, hypothecation or pledge of any Lease, (h) Borrower has not assigned Lease or pledged any of the Leases, Rents relating thereto or other Gross Revenue received therein which will be outstanding following the rents or any interests therein except funding of the Loan (other than to Lender, (i) no Tenant ). No tenant listed on Schedule XI has assigned its Lease or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor, to Borrower’s and (j) Leasehold Pledgor’s knowledge, does anyone except such tenant and its employees, guests and invitees occupy such leased premises. No tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. No tenant under any Lease has any right or option for additional space in the Improvements, except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration of the stated term of such LeaseXI. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a party.-58- Mezzanine Loan Agreement

Leases. Borrower represents No person has any possessory interest in any Property or right to occupy the same except under and warrants pursuant to the provisions of the Leases and the Operating Lease, and true and complete copies of all Leases executed and delivered on or before the Rent Roll Date have been delivered or caused to be delivered to Lender (and Borrowers shall cause any Leases executed and delivered since such date to be delivered promptly after the Closing Date). As to all present Leases and (upon execution thereof) all future Leases relating to each Property, Borrowers will cause the applicable Property Owner to be the sole owner of the lessor’s interest. As to all Leases: (i) There are no outstanding landlord obligations with respect to tenant allowances or free rent periods or tenant improvement work; all of the obligations and duties of landlord under the Leases that: that are due or are to be performed (aas applicable) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is not subject to any Leases other than the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender on or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or prior to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and completedate hereof have been fulfilled, and there are no oral agreements pending claims asserted by any Tenant for offsets or abatements against rent or any other monetary claim; (ii) All of the Leases are free and clear of any right or interest of any real estate broker or any other person (whether or not such brokers or other persons have negotiated the Leases or have contracted with Property Owners for the collection of the rents thereunder), and no brokerage or leasing commission or other compensation is or will be due or payable to any person, firm, corporation or other entity with respect thereto, to or on account of any of the Leases; (diii) except as otherwise disclosed on Schedule I, no Rent (including security deposits4.1(gg) has been paid more than one (1) month in advance of its due date, (e) except as otherwise disclosed on Schedule I, any free rent or other allowances required to be given by Borrower to any Tenant has already been received by such Tenant, (f) sets forth all security deposits are being and letters of credit held by or on behalf of the lessor under the Leases. All security deposits have been held in accordance with Legal Requirementslaw and the terms of the applicable Leases, and no security deposits have been applied, or letters of credit drawn upon, following a default by a Tenant still in possession. (giv) Borrower A Property Owner is the sole owner of the lessor’s interest in all of the Leases and none of the Borrowers nor any Property Owner has no knowledge given or suffered any other assignment, pledge or encumbrance in respect of any notice of termination or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases or its interests thereunder, and the applicable Property Owner or Property Manager has the sole right to collect rents and other amounts due under the Leases; (v) Except as disclosed on Schedule 4.1(gg), the rents or any interests therein except to Lender, no Tenant (i) no Tenant is more than thirty (30) days in arrears on its rent or other party amounts due to the landlord under its Lease and (ii) none of the Borrowers nor any Property Owner has an accepted Rent under any Lease or Operating Agreement for more than one month in advance, except for security deposits, which on the Closing Date have been deposited with the Lender in accordance with the provisions hereof relating to security deposits received from and after the date hereof; and (vi) None of the Leases contains any option or to purchase, any right of first refusal or offer, to purchase all or any portion of the Property; and (j) except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration the lease term (except in the event of the stated term destruction of such Lease. For purposes hereof, all or substantially all of the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyapplicable Property).

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the The Property is not subject to any Leases other than the Leases described in Schedule Ithe certified rent roll delivered in connection with the origination of the Loan and the Ground Lease. Such certified rent roll is true, (b) except complete and correct in all material respects as of the date set forth therein. No Person has any possessory interest in the estoppel letters Property or right to Lender or as set forth on Schedule I occupy the same except under and pursuant to the provisions of the Leases identified on Schedule I or a License Agreement. The current Leases are in full force and effect and to Borrower’s knowledge knowledge, there are no material defaults thereunder by either party (other than as expressly disclosed on the certified rent roll delivered to Lender) and there are no defaults thereunder by Borrowerconditions that, with the passage of time or the giving of notice, or to the knowledge of Borrowerboth, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no would constitute material defaults thereunder. No Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (e) except as otherwise disclosed on Schedule Ian estoppel certificate delivered to Lender on or before the Closing Date. There has been no prior sale, any free rent transfer or other allowances required to be given assignment, hypothecation or pledge by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the LeasesRents received therein, which will be outstanding following the rents Closing Date. No tenant under any Lease has a right or any interests therein except option pursuant to Lender, (i) no Tenant such Lease or other party has an option or right of first refusal or offer, otherwise to purchase all or any portion part of the Property; property of which the leased premises are a part. To the best of Borrower’s knowledge, and (j) except as otherwise expressly disclosed on Schedule Ito Lender in the Phase I environmental report delivered in connection with the origination of the Loan, no Tenant 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 that is not on or about the Property of which the leased premises are a Major Lease has part 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 right to terminate its Lease prior to expiration use, generation, treatment, storage, disposal or transportation of the stated term of such Lease. For purposes hereofany petroleum product or any toxic or hazardous chemical, the term “Lease” shall not include any sublease material, substance or other occupancy agreement to which Borrower is not a partywaste, except in either event, in compliance with applicable federal, state or local statutes, rules and regulations.

Leases. Borrower represents The leases affecting the owned Real Properties (the "Leases") have been furnished to Flextronics, are in full force and warrants effect and have not been amended, modified or supplemented in any way that has not been disclosed to Lender Flextronics in writing. The Leases constitute all written and oral agreements of any kind for the leasing, rental or occupancy of any portion of the owned Real Properties. Each Real Property Owner has performed and complied with respect all its obligations under the Leases as and when thereby required, and there exists no fact or circumstance that with or without notice or the passage of time, or both, could constitute a default of the landlord or lessor under any Lease, or entitle any tenant thereunder to offsets or defenses against the prompt, current payment of rent thereunder. Except as expressly disclosed to Flextronics in writing, no rental under any Lease has been collected in advance of the current month, and except as so disclosed to Flextronics in writing, there are no concessions, bonuses, free months' rental, rebates or other matters affecting the rental for any tenant thereunder. The Real Property Owners are the owners of the entire lessors' interests in and to the Leases, and, except as disclosed in the Title Insurance Commitments, none of the Leases that: or the rentals or other sums payable thereunder has been assigned or otherwise encumbered. There are no statutes, laws, rules, regulations or agreements in effect (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is not subject to any Leases other than the Leases) which restrict in any way the rental that may be charged to tenants of any portion of the owned Real Properties. Except as disclosed in the Title Insurance Commitments, no tenant under any of the Leases described is in Schedule Idefault thereunder, nor is there any fact or circumstance that with or without notice or the passage of time, or both, would constitute a default of any tenant under any Lease. Except as disclosed in the Title Insurance Commitments, no tenant under any Lease or any other person or entity has any option to renew its lease or any other right to possess or acquire any interest in any part of the owned Real Properties. All tenants under the Leases have accepted, and are in actual occupancy of, their leased premises. Except as disclosed in the Title Insurance Commitments, the Real Property Owners have satisfied all of their respective obligations as landlord under the Leases that are conditions to the obligations of the tenants thereunder to pay rent (b) including, but not limited to, completion of leasehold improvements), and each Real Property Owner as landlord has no obligation continuing after the Closing to perform any maintenance or make any improvements except as set forth in the estoppel letters Leases. Flextronics will have no obligation to Lender pay any commissions or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (e) except as otherwise disclosed on Schedule I, any free rent or other allowances required to be given by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination or default referral fees with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents or any interests therein except to Lender, (i) no Tenant lease or other party has an option or right of first refusal or offer, to purchase all or any portion of rental agreement involving the Property; and (j) except as otherwise disclosed on Schedule I, no Tenant under any Lease Real Properties that is not a Major Lease has in effect on the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyClosing Date.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the Each rent roll attached hereto as Schedule SCHEDULE I is true, complete and correct in all material respects and the no Individual Property is not subject to any Leases other than the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the SCHEDULE I. The Leases identified on Schedule SCHEDULE I are in full force and effect effect, there are no defaults under any Major Lease by either party and, with respect to any Leases that are not Major Leases, to Borrower’s knowledge and 's best knowledge, there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the either party. The copies of the Leases delivered to Mezzanine Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no . No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by any Owner under each Lease has 347 been performed as required and has been accepted by the applicable Tenant. Any payments, (e) except as otherwise disclosed on Schedule Ifree rent, any free partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower each Owner to any Tenant has already been received by such Tenant. The Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises and have commenced the payment of rent under the Leases. Each Borrower has delivered (or has caused each Owner to deliver) to Mezzanine Lender a true, (f) correct and complete list of all security deposits made by Tenants at the applicable Individual Property which have not been applied (including accrued interest thereon), all of which are being held by the applicable Owner in accordance with the terms of the applicable Lease and applicable Legal Requirements. To Borrower's best knowledge, (g) Borrower has no knowledge of any notice of termination each Tenant under a Major Lease is free from bankruptcy or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property; and (j) except as otherwise disclosed on Schedule Ireorganization proceedings. To Borrower's best knowledge, no Tenant under any Lease that is not a Major Lease has in default under the right to terminate its Lease prior to expiration of the stated term terms and conditions of such Lease. For purposes hereofNo Tenant under any Lease (or any sublease) is an Affiliate of any Borrower or any Owner, except as may be otherwise disclosed on SCHEDULE I. The Tenants under the term “Lease” shall not include Leases are open for business and paying full, unabated rent. There are no brokerage fees or commissions due and payable in connection with the leasing of space at the Properties, except as has been previously disclosed to Mezzanine Lender in writing, and no such fees or commissions will become due and payable in the future in connection with the Leases, including by reason of any sublease extension of such Lease or other occupancy agreement expansion of the space leased thereunder, except as has previously been disclosed to which Borrower is not a partyMezzanine Lender in writing.

Leases. Borrower represents Owner is the owner and warrants lessor of landlord’s interest in the Operating Leases. Operating Lessee is the lessor under all other Leases. No Person (other than hotel guests) has any possessory interest in any Individual Property or right to Lender with respect occupy the same except under and pursuant to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is not subject to any Leases other than provisions of the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the and Management Agreements. The current Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and and, there are no defaults thereunder by BorrowerBorrower or, or to the knowledge best of Borrower’s knowledge, any Tenant, (c) the copies of the Leases delivered to Lender are true and completetenant under any Lease, and there are no oral agreements conditions that, with respect theretothe passage of time or the giving of notice, (d) except as otherwise disclosed on Schedule Ior both, no would constitute defaults under any Lease. No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. There are no offsets or defenses to the payment of any portion of the Rents. All work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable tenant, (e) except as otherwise disclosed on Schedule Iand any payments, any free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant tenant has already been received by such Tenanttenant. There has been no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents or Rents received therein which is still in effect. No tenant under any interests therein except to Lender, (i) no Tenant or other party Lease has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; premises demised thereby, nor does anyone except such tenant and (j) except as otherwise disclosed on Schedule I, no Tenant its employees occupy such leased premises. No tenant under any Lease that is not has a Major 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. Except as set forth in the Leases, no tenant under any Lease has any right or option for additional space in the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyImprovements.

Leases. Borrower represents (a) Section 4.9(a) of the Disclosure Schedule sets forth a true, correct and warrants complete list of all leases, subleases, licenses or other agreements (the “Leases”) for the use and occupancy of real property to Lender which the Company is a party (the “Leased Real Property”). True, correct and complete copies of all Leases and all amendments, modifications and supplemental agreements thereto have previously been delivered to Parent. The term and rentals of each Lease are accurately set forth therein. The Leases are in full force and effect, and are valid, binding and enforceable against the Company and, to the Company’s Knowledge, each of the other parties thereto, in accordance with their respective terms and have not been modified or amended. The Company has accepted possession of the Leased Real Property demised pursuant to the Leases and is in actual possession thereof and has not sublet, assigned, encumbered or hypothecated its leasehold interest or granted any right of occupancy, possession or enjoyment of any of the Leased Real Property to any other Person. The Company is not obligated to pay any leasing or brokerage commission relating to any Lease that has not already been paid and will not have any obligation to pay any leasing or brokerage commission upon the renewal of any Lease. No construction, alteration or other leasehold improvement work required by any of the Leases remains to be paid for or to be performed by the Company. The Company has no obligation to provide any deposits, letters of credit or other credit enhancements to retain its rights under any Lease (except as otherwise provided in such Lease) or otherwise operate its business at the applicable Leased Real Property. (b) The Company enjoys peaceful and undisturbed possession of the Leased Real Property sufficient for current use and operations. The Company and, to the Company’s Knowledge, each of the other parties to the Leases have performed all obligations required to be performed by them thereunder, and have not received or delivered any notice of a default under, any of such Leases which has not been cured, and, to the Company’s Knowledge, no event has occurred which, with notice or lapse of time, or both, would constitute a default. To the Company’s Knowledge, (i) there are no material eminent domain, condemnation or other similar proceedings pending or threatened against the Company or otherwise affecting any portion of the Leased Real Property, and the Company has not received any notice of the same, (ii) the current use of the Leased Real Property in the conduct of the Business does not violate any instrument of record or agreement affecting the Leased Real Property, and there is no violation of any covenant, condition, restriction, easement or order of any Governmental Authority having jurisdiction over the Leased Real Property, or the use or occupancy thereof, except for such violations as would not materially interfere with the continued use and operations of the Leased Real Property to which they relate or materially adversely affect the value thereof for its current use, (iii) the Leased Real Property is in material compliance with all applicable building, zoning, subdivision, health and safety and other land use and similar applicable laws, rules and regulations affecting the Leased Real Property, and the Company has not received any notice of any material violation or claimed material violation by any of them of any such laws, rules and regulations with respect to the Leases that: Leased Real Property which have not been resolved, (aiv) there are no proposed special assessments, or proposed material changes in property tax or land use or other Laws affecting the rent roll attached hereto as Schedule I Leased Real Property, (v) there is trueno pending or threatened litigation, complete investigation or other proceeding that would interfere with the use or quiet enjoyment of the Leased Real Property by the Company prior to or after the Closing, (vi) all Permits required in connection with the operation of the Leased Real Property and correct all improvements thereon and the Property is not subject to any Leases other than conduct of the Leases described in Schedule IBusiness thereon have been duly obtained, (b) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect and no proceedings are pending or threatened which could lead to Borrower’s knowledge and there are no defaults thereunder by Borrower, a revocation or to the knowledge other impairment of Borrower, any Tenantthereof, (cvii) the copies water, gas, electricity and other utilities serving the Leased Real Property are adequate to service the normal operations of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (e) except as otherwise disclosed on Schedule I, any free rent or other allowances required to be given by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination or default with respect to any Lease, (h) Borrower has not assigned or pledged any of Company at the Leases, the rents or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property; Leased Real Property and (jviii) except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration of building and other improvements at the stated term of such Lease. For purposes hereof, Leased Real Property are structurally sound and the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partysystems located therein are in good working order and condition in all material respects.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached Schedule 2.15(a) annexed hereto as Schedule I is true, contains a complete and correct and accurate list of all real property leases to which the Company is a party (collectively, "Real Property Leases"). Each such Real Property Lease is not subject to any Leases other than the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect effect. The Company has performed all obligations required to Borrower’s knowledge be performed by it to date under each Real Property Lease, is not in default under any Real Property Lease, and there are no defaults thereunder by Borrowerhas not taken any action that constitutes or with notice or lapse of time, or both, or would constitute a default, breach or anticipatory breach under any Real Property Lease. The Company's use and occupancy of each premises that is the subject matter of a Real Property Lease does not violate any of the terms of such Real Property Lease, does not violate the conditions of any of the Company's policies of insurance and, to the knowledge of Borrower, any Tenant, (c) the copies officer of the Leases delivered to Lender are true Company or any Article II Seller, is in conformity with all applicable building, zoning, health, fire, safety and completeother statutes, laws and there are no oral agreements with respect thereto, (d) except regulations. Except as otherwise disclosed on Schedule I2.15(a), all of the buildings, structures and appurtenances situated on the premises that are the subject matter of a Real Property Lease are in good operating condition and state of maintenance and repair and will be adequate and suitable for the purposes for which they are presently being or are intended to be used. Adequate rights of ingress and egress and utility services are available for each premises that is the subject matter of a Real Property Lease. To the knowledge of any officer of the Company or any Article II Seller, no Rent (including security deposits) has been paid more than one (1) month lessor or landlord under any such Real Property Lease is in advance default in the performance of its due dateobligations thereunder or has taken any action which constitutes, (e) except or with notice or lapse of time or both would constitute, a default, breach or anticipatory breach under any such Real Property Lease. Neither the Article II Sellers nor the Company has received notice from any such lessor or landlord of its intention to exercise any option thereunder which would adversely affect or terminate the Company's use or occupancy of any premises that is the subject matter of any Real Property Lease. Except as otherwise disclosed on described in Schedule I2.15(a), each Real Property Lease permits the consummation of the transactions contemplated hereby without modification of the terms thereof and without the consent of the applicable lessor or landlord. The Company does not own, and has never owned, any free rent or other allowances real property. (b) Schedule 2.15(b) annexed hereto contains a complete and accurate list of all personal property leases to which the Company is a party (collectively, "Personal Property Leases"). Each such Personal Property Lease is in full force and effect. The Company has performed all obligations required to be given performed by Borrower it to date and is not in default under any Tenant such Personal Property Lease and has already been received by not taken any action that constitutes, or with notice or lapse of time or both, would constitute a default, breach or anticipatory breach under any such TenantPersonal Property Lease. The Company's use of the items of personal property that are the subject matter of any Personal Property Lease does not violate any of the terms of such Personal Property Lease, (f) all security deposits are being held in accordance with Legal Requirementsdoes not violate the conditions of any of the Company's policies of insurance and, (g) Borrower has no to the knowledge of any notice of termination or default with respect to any Lease, (h) Borrower has not assigned or pledged any officer of the Leases, the rents Company or any interests therein except to LenderArticle II Seller, (i) no Tenant or other party has an option or right is in conformity with all applicable statutes, laws and regulations. All of first refusal or offer, to purchase all the items of personal property which are the subject matter of a Personal Property Lease are in good operating condition and state of maintenance and repair and are adequate and suitable for the purposes for which they are presently being used. To the knowledge of the Company or any portion Article II Seller, no lessor under any such Personal Property Lease is in default in the performance of its obligations thereunder or has taken any action which constitutes, or with notice or lapse of time or both, would constitute, a default, breach or anticipatory breach under any such Personal Property Lease. Neither the Article II Sellers nor the Company has received notice from any such lessor of its intention to exercise any option thereunder which would adversely affect or terminate the Company's use of the Property; and (j) except items of personal property which are the subject matter of any Personal Property Lease. Except as otherwise disclosed on described in Schedule I2.15(b), no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration each of the stated term Personal Property Leases permits the consummation of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partytransactions contemplated hereby without modification of the terms thereof and without the consent of the applicable lessor.

Leases. (a) Borrower represents shall not enter into or amend any Lease without Lender's prior written consent, and warrants shall furnish to Lender, upon execution, a complete and fully executed copy of each Lease. Borrower shall provide Lender with a copy of each proposed Lease requiring the consent of Lender and with any information requested by Lender regarding the proposed Tenant thereunder. Lender may declare each Lease to be prior or subordinate to this Mortgage, at Lender's option. (b) Borrower shall, at its cost and expense, perform each obligation to be performed by the landlord under each Lease; not borrow against, pledge or further assign any rents or other payments due thereunder; not permit the prepayment of any rents or other payments due for more than thirty (30) days in advance; and not permit any Tenant to assign its Lease or sublet the premises covered by its Lease, unless required to do so by the terms thereof and then only if such assignment does not work to relieve the Tenant of any liability for performance of its obligations thereunder. (c) If any Tenant shall default under its Lease, Borrower shall, in the ordinary course of business, exercise sound business judgment with respect to such default, but may discount, compromise, forgive or waive claims or discharge the Leases that: (a) Tenant from its obligations under the rent roll attached hereto as Schedule I is true, complete and correct and the Property is not subject to any Leases other than the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender Lease or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, terminate or to the knowledge of Borrower, any Tenant, (c) the copies accept a surrender of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, Lease. (d) except If Borrower fails to perform any obligations of Borrower under any Lease or if Lender becomes aware of or is notified by any Tenant of a failure on the part of Borrower to so perform, Lender may, but shall not be obligated to, without waiving or releasing Borrower from any obligation in this Agreement or any of the other Loan Documents, remedy such failure, and Borrower agrees to repay upon demand all sums incurred by Lender in remedying any such failure, together with interest thereon from the date incurred at the Default Rate (as otherwise disclosed on Schedule I, no Rent (including security deposits) has been paid more than one (1) month defined in advance of its due date, the Note). (e) except as otherwise disclosed on Schedule I, any free rent or other allowances required to be given by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge For purposes of any notice of termination or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leasesthis Mortgage, the rents or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of following terms shall have the Property; and (j) except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a party.following meanings:

Leases. (i) Borrower represents is the sole owner and warrants to Lender with respect to holder of the landlord's interest under all of the Leases that: related to each Mortgaged Property. There are no assignments of the landlord's interest in any of the Leases or any portion of the Rents, additional rents, charges, issues or profits due and payable or to become due and payable thereunder which remain in effect on the date hereof, except in connection with the Loan Documents. (aii) With regard to each Mortgaged Property, each of the rent roll attached hereto as Schedule I Tenants thereof occupies all or a portion of the respective Mortgaged Property pursuant to a Lease which is truein full force and effect and other than those Leases in favor of Tenants presently in effect, complete and correct and the Mortgaged Property is not subject to any Leases leases or other agreements granting any rights to use, occupy or possess the Mortgaged Property; other than those Tenants who are parties to those Leases presently in effect, no Person has any leasehold or possessory or occupancy right or interest in the Mortgaged Property; and each of the Tenants occupies and uses only that portion of the Mortgaged Property leased by it pursuant to the applicable Lease. (iii) All of the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect and will remain in full force and effect following the consummation of the transactions contemplated hereby and by the other Loan Documents. None of the Tenants are in monetary default under the Leases, except as disclosed on the Rent Rolls, and to Borrower’s knowledge and 's Knowledge, there are no material non-monetary defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) Tenants under the copies Leases. Borrower has complied with the terms of the Leases delivered to Lender are true and completeis not in default in respect of any of its obligations under any of the Leases. Borrower has not received any notice of default from any of the Tenants, and there are no oral agreements except as disclosed on the Rent Rolls. (iv) None of the Tenants or any other Person has any outstanding exercisable rights with respect theretoto the purchase or sale of any Mortgaged Property including, without limitation, any purchase option, right of first offer or right of first refusal. (dv) except Except as otherwise disclosed on Schedule Iin the Rent Rolls, no Rent (including security deposits) none of the Tenants has been paid more than one (1) month in advance of its due date, (e) except as otherwise disclosed on Schedule I, given any free rent or other allowances required concessions or abatements relating to be the payment of rent or additional rent which remain unexpired on the date hereof, nor have any of the Tenants been given any credit for or offset or claim against the obligation to pay any fixed rent or additional rent by Borrower to any Tenant has already been received by such Tenant, reason of prepayment of rent or otherwise. (f) all security deposits are being held in accordance with Legal Requirements, (gvi) Borrower has no actual knowledge of any notice circumstances or conditions affecting any of termination the Tenants' credit standing or default with respect to any Leasepending litigation or other legal proceedings involving such Tenants that could adversely affect the operation, (h) Borrower has not assigned income or pledged value of any of the Leases, Mortgaged Properties. (vii) All Rent Rolls delivered in connection with the rents or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase execution and delivery hereof are true and complete in all or any portion of the Property; and (j) except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partymaterial respects.

Leases. Borrower represents and warrants to Lender with respect The Volunteer Lease is the only Lease relating to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct Project and the Property Project is not subject to any Leases other than the Leases described in Schedule I, (b) except as set forth Volunteer Lease. Borrower is the owner and lessor of landlord’s interest in the estoppel letters Leases. No Person has any possessory interest in the Project or right to Lender or as set forth on Schedule I occupy the Leases identified on Schedule I are same except under and pursuant to the provisions of the Leases. The Volunteer Lease is in full force and effect and there are no defaults by the landlord thereunder beyond any applicable notice or cure period, and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder by landlord, and, to Borrower’s knowledge and knowledge, there are no defaults thereunder by any tenant, lessee or occupant thereunder beyond any applicable notice or cure period, and to Borrower’s knowledge, there are no conditions that, with the passage of time or the giving of notice, or to both, would constitute defaults by the knowledge of Borrower, any Tenant, (c) the Tenants thereunder. The copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no . No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. The Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises and have commenced the payment of full, (e) except as otherwise disclosed on Schedule Iunabated rent under the Leases. Borrower has delivered to Lender a true, any free rent or other allowances required to be given by Borrower to any Tenant has already been received by such Tenant, (f) correct and complete list of all security deposits made by Tenants at the Project which have not been applied (including accrued interest thereon), all of which are being held by Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements. Each tenant under a Lease is free from bankruptcy or reorganization proceedings. No tenant under any Lease (or any sublease) is an Affiliate of Borrower. The Tenants under the Leases are paying full, (g) Borrower unabated rent. There are no brokerage fees or commissions due and payable in connection with the leasing of space at the Project. There has been no knowledge prior sale, transfer or assignment, hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the LeasesRents received therein which is still in effect. No tenant, the rents lessee or any interests therein except to Lender, (i) no Tenant occupant has assigned its Lease or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; and (j) except as otherwise disclosed on Schedule Ipremises demised thereby. No tenant, no Tenant lessee or occupant under any Lease that is not has a Major 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, lessee or occupant under any Lease has any right or option for additional space in the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyImprovements.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the The rent roll attached hereto as Schedule I XI is true, complete and correct in all material respects and the no Individual Property is not subject to any Leases other than the Leases described in on Schedule I, (b) except as set forth XI. Either Owner or Operating Lessee is the owner and lessor of landlord’s interest in the estoppel letters Leases. No Person (other than Owner) has any possessory interest in any Individual Property or right to Lender or as set forth on Schedule I occupy the same except under and pursuant to the provisions of the Leases (other than typical short-term occupancy rights of hotel guests). The Leases identified on Schedule I XI are in full force and effect to Borrower’s knowledge and there are no material defaults thereunder by Owner, Operating Lessee or, to Borrower’s and Leasehold Pledgor’s knowledge, the other party beyond any applicable notice or cure period (except as disclosed on Schedule XI), and, to Borrower’s and Leasehold Pledgor’s knowledge, there are no conditions that, with the passage of time or the giving of notice, or to the knowledge of Borrowerboth, any Tenant, (c) the would constitute defaults thereunder. The copies of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no . No Rent relating to the Leases (including security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by Owner or Operating Lessee under each Lease has been performed as required and has been accepted by the applicable tenant. Any payments, (e) except as otherwise disclosed on Schedule Ifree rent, any free partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower Owner or Operating Lessee to any Tenant tenant has already been received by such Tenanttenant 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, (f) unabated rent under the Leases. Borrower or Leasehold Pledgor has delivered to Lender a true, correct and complete list of all security deposits made to Owner or Operating Lessee by tenants at the Properties which have not been applied (including accrued interest thereon), all of which are being held by Owner or Operating Lessee in accordance with the terms of the applicable Lease and applicable Legal Requirements. To Borrower’s and Leasehold Pledgor’s knowledge, each tenant is free from bankruptcy or reorganization proceedings. No tenant under any Lease (gor any sublease) Borrower has no knowledge is an Affiliate of any notice Loan Party. To Borrower’s and Leasehold Pledgor’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 termination space at any Individual Property, except as set forth on Schedule XI. There has been no prior sale, transfer or default with respect to assignment, hypothecation or pledge of any Lease, (h) Borrower has not assigned Lease or pledged any of the Leases, Rents relating thereto or other Gross Revenue received therein which will be outstanding following the rents or any interests therein except funding of the Loan (other than to Lender, (i) no Tenant ). No tenant listed on Schedule XI has assigned its Lease or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor, to Borrower’s and (j) Leasehold Pledgor’s knowledge, does anyone except such tenant and its employees, guests and invitees occupy such leased premises. No tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. No tenant under any Lease has any right or option for additional space in the Improvements, except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyXI.

Leases. Borrower represents (i) Exhibit C is a true and warrants to Lender with respect to complete list of all of the Leases that: (a) the rent roll attached hereto as Schedule I is trueLeases, complete and correct and the Property is not subject to any Leases other than the Leases described in Schedule I, (b) except as set forth in the estoppel letters Leases, there are no options to Lender expand, rights of first refusal, options to terminate without cause, options to renew, options to purchase, or as set forth on Schedule I any rent abatements given to any of the tenants after the tenants are in occupancy and paying rent. (ii) To Seller’s knowledge, each of the Leases identified on Schedule I are is in full force and effect according to Borrower’s knowledge and there are no defaults thereunder by Borrowerthe terms set forth therein, has not been modified, amended, or altered, in writing or otherwise except as disclosed in writing to the knowledge of BorrowerPurchaser, any Tenant, (c) the and true and correct copies of the Leases have been delivered or made available to Lender are true and completePurchaser. (iii) Seller has not received written notice from any tenant under the Leases of any unperformed obligation of the lessor under the Leases including, and there without limitation, failure of the lessor to construct any required tenant improvements. No tenant has asserted in writing to Seller any offsets, defenses or claims available against rent payable by it or other performance or obligations otherwise due from it under any Lease. (iv) To Seller’s knowledge, no tenant is in default (beyond any applicable grace or cure period), under or is in arrears in the payment of any sums or in the performance of any obligations required of it under its Lease. (v) No guarantor(s) of any Lease has been released or discharged by Seller, voluntarily or involuntarily, from any obligation under any Lease. (vi) There are no oral agreements brokers’ commissions, finders’ fees, or other charges payable or to become payable to any third party on behalf of Seller as a result of or in connection with respect theretoany Lease, including, without limitation, any unexecuted option(s) to expand or renew other than as set forth on Exhibit D attached hereto and made a part hereof. All such fees, commissions and charges payable in connection with the current term of leases existing as of the date of this Agreement (dother than the Approved Renewals) except as otherwise disclosed on Schedule Iwill be Seller’s responsibility; all such fees, no Rent commissions and charges payable in connection with renewals of existing leases or new leases entered into after Closing (including security depositsthe Approved Renewals) has been paid more than one (1) month in advance shall be the responsibility of its due date, (e) except as otherwise disclosed on Schedule I, any free rent or other allowances required to be given by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower Purchaser. Seller has no knowledge of obligation to complete or pay for any notice of termination or default tenant improvements with respect to any Lease, (hincluding, without limitation, any obligation to pay for) Borrower has not assigned or pledged any the ESFR fire sprinkler system in Suite E referenced in Paragraph 33 of the LeasesBob’s Red Mill Lease; provided that Seller shall deposit into an escrow to be held by Escrow Holder the estimated cost (which estimate must be reasonably satisfactory to Purchaser) of the cost to install the pump equipment referenced in Paragraph 36 of the Bob’s Red Mill Lease; Seller shall have a period of three months within which to obtain an estoppel from Xxx’s Red Mill confirming that the landlord’s obligation referenced in Paragraph 36 of the Bob’s Red Mill Lease to install pump equipment is not triggered by the transaction contemplated by this Agreement. In the event the estoppel is timely received and provided to Buyer, then the escrowed funds shall be released to Seller; otherwise, the rents or any interests therein except escrowed funds shall be released to Lender, (iBuyer. Buyer shall receive a credit at Closing for the tenant improvement allowance under the Western Pacific Lease as provided in Paragraph 15(a) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property; and (j) except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partybelow.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the The rent roll attached hereto as Schedule I V is true, complete and correct and the Property is Properties are not subject to any Leases other than the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the V. The Leases identified on Schedule I V are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrowerany party thereto. Borrower has delivered true, or to the knowledge correct and complete copies of Borrower, any Tenant, (c) the copies all of the Leases delivered to Lender are true and completeidentified on Schedule V, such Leases have not been amended or modified, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no . No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by each Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant. Any payments, (e) except as otherwise disclosed on Schedule Ifree rent, any free partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by any Borrower to any Tenant has have already been received by such Tenant. The Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises and have commenced the payment of full, (f) unabated rent under the Leases. Each 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 being held by Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements, (g) Borrower has no knowledge of any notice of termination . Each Tenant is free from bankruptcy or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property; and (j) except as otherwise disclosed on Schedule I, no reorganization proceedings. No Tenant under any Lease that (or any sublease) is not a Major an Affiliate of Borrower. No Tenant under any Lease has is in default under the right to terminate its Lease prior to expiration of the stated term terms and conditions of such Lease. For purposes hereofThe 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 term “Lease” shall not include leasing of space at the Properties, except as has been previously disclosed to Lender in writing, and no such fees or commissions will become due and payable in the future in connection with the Leases, including by reason of any sublease extension of such Lease or other occupancy agreement expansion of the space leased thereunder, except as has previously been disclosed to which Borrower is not a partyLender in writing.

Leases. Borrower represents There are no leases of or licenses or concessions for space in any Property which will be in force after the Closing and warrants under which Seller is the landlord (whether by it or its agent entering into the leases or acquiring the Properties subject to Lender the leases) other than the Leases. As used herein, “Austin Leases” means, collectively, (a) the leases, licenses and concessions agreements listed on Exhibit “O-1” and (b) the leases, licenses and concessions agreements entered with respect to the Leases that: Austin Property into in accordance with this Agreement. As used herein, “Waverly Leases” means, collectively, (a) the rent roll attached hereto as Schedule I is trueleases, complete licenses and correct concessions agreements listed on Exhibit “O-2” and the Property is not subject to any Leases other than the Leases described in Schedule I, (b) except as set forth the leases, licenses and concessions agreements entered with respect to the Waverly Property into in accordance with this Agreement. “Leases” means the estoppel letters to Lender or as set forth on Schedule I Austin Leases and the Waverly Leases. All of the Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and none of them has been amended except as set forth in Exhibits “O-1” and “O-2”. Except as set forth on Exhibit “P”, there are no defaults thereunder by Borrowersecurity deposits under the Leases. There are no construction allowances, brokerage commissions, or fees or similar inducements due now or payable in the future in connection with the Leases. To Seller’s knowledge, Seller has performed all material work required to be performed by Seller under the Leases. To Seller’s knowledge of BorrowerSeller has delivered to Buyer true, any Tenant, (c) the correct and complete copies of the Leases. To Seller’s knowledge, Seller is not in default in any material respect under the Leases delivered to Lender are true and complete, and there are is no oral agreements existing condition that, with respect theretonotice or passage of time or both, (d) except as otherwise disclosed on Schedule I, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (e) except as otherwise disclosed on Schedule I, any free rent or other allowances required to be given would constitute a material default by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination or default with respect to any Lease, (h) Borrower has not assigned or pledged Seller under any of the Leases. To Seller’s knowledge, the rents or any interests therein except to Lender, (i) no Tenant or other party has an option to a Lease is in default in any material respect under such lease and there is not existing condition that, with notice or right passage of first refusal time or offerboth, to purchase all or any portion of the Property; and (j) except as otherwise disclosed on Schedule I, no Tenant would constitute a material default by such party under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a party.

Leases. There are no Leases affecting the Property. Borrower represents has not executed any prior assignment of the Leases, nor has it performed any act or executed any other instrument which might prevent Lender from operating under any of the terms and conditions of the Assignment of Leases or which would limit Lender in such operation; and Borrower further covenants and warrants to Lender with respect to that Borrower has not executed or granted any modification whatsoever of the Leases, except as herein indicated, and that the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is not subject to any Leases other than the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect effect, and that, except as otherwise disclosed to Borrower’s knowledge and Lender in writing, there are no defaults thereunder by Borrower, or now existing under the Leases with respect to which Borrower has notified the tenant under the Leases. Physical Condition of Property. Subject to the knowledge of BorrowerRenovation Work, any Tenant, (c) the copies all of the Leases delivered Improvements are in good condition and repair except as otherwise expressly provided in the Property Condition Report dated as of September 8, 1998, prepared by Building Evaluation Services & Technology, Inc. (the "Property Condition Report"). Since the date of the Property Condition Report, there have been no material adverse changes to Lender are true the physical condition of the Improvements. Borrower is aware of no latent or patent structural or other significant defect or deficiency in such Improvements except as may be disclosed in the Property Condition Report. Water supply, storm and completesanitary sewers, and there electrical, gas and telephone facilities are available to the Property within the boundary lines of the Property, are sufficient to meet the reasonable needs of the Property as now used or contemplated to be used, no other utility facilities are necessary to meet the reasonable needs of the Property as now used, and design and as-built conditions of the Property are such that surface and storm water does not accumulate on the Property and, except as disclosed in writing to Lender, does not drain from the Property across land of adjacent property owners. Except as otherwise disclosed in writing to Lender, no part of the Property is within a flood plain and none of the Improvements create an encroachment over, across or upon any of the Property's boundary lines, rights of way or easements, and no building or other improvement on adjoining land create such an encroachment. Mechanics' Liens. There are no oral agreements with respect theretomechanics' or materialmen's liens, (d) alienable bills or other claims constituting or that may constitute a lien on the Property or any part thereof, and no work for which any such lien could be asserted has been performed within the last 90 days, except as otherwise disclosed on Schedule I, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (e) except as otherwise disclosed on Schedule I, any free rent or other allowances required to be given by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents or any interests therein except writing to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property; and (j) except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a party.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the The rent roll attached hereto as Schedule I is true, complete and correct in all material respects (except certain Tenant names on Schedule I may be d/b/a’s) and the Property is not subject to any Leases other than the Leases described in Schedule I, (b) I. Borrower is the owner and lessor of landlord’s interest in the Leases. No Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Leases. Except as set forth disclosed on Schedule I or in the estoppel letters certificates delivered to Lender or as set forth on Schedule I Lender, the Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no material defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. The copies of the Leases delivered to Lender are true and completecomplete in all material respects, and and, to Borrower’s knowledge, there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no . No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. Except as expressly set for on Schedule I (a) all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant, (eb) except as otherwise disclosed on Schedule Iany payments, any 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, and (fc) the Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised Property (provided, that Tenants such as WeWork Companies Inc. and Regus, that rent space to third parties, shall be deemed to be in occupancy if such Tenants are in possession of the demised premises and the demised space is available to rent to such third parties) and have commenced the payment of full, unabated rent under the Leases. Borrower has delivered to Lender a true, correct and complete list of all security deposits made by Tenants at any Individual Property which have not been applied (including accrued interest thereon), all of which are being held by Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements, . Each Tenant under a Major Lease is free from bankruptcy or reorganization proceedings. No Tenant under any Lease (gor any sublease) is an Affiliate of Borrower has no knowledge of any notice of termination or default (other than with respect to the Lease with the Manager). Except as disclosed on Schedule I, the Tenants under the Leases are open for business and paying full, unabated rent. There are no brokerage fees or commissions due and payable in connection with the leasing of space at the Property, except as has been previously disclosed to Lender in writing or as disclosed on Schedule I. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease, (h) Borrower has not assigned Lease or pledged any of the LeasesRents received therein by Borrower (or by any predecessor-in-interest which is binding on Borrower) which is still in effect. To Borrower’s knowledge, the rents or any interests therein except to Lender, (i) no Tenant listed on Schedule I has assigned its Lease or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; and (j) except as otherwise disclosed on Schedule I, no premises demised thereby. No Tenant under any Lease that is not has a Major right or option pursuant to such Lease has the right or otherwise to terminate its Lease prior to expiration purchase all or any part of the stated term leased premises or the building of such Lease. For purposes hereof, which the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not leased premises are a partypart.

Leases. Borrower represents and warrants [The Property is not subject to Lender with respect any Leases. No Person has any possessory interest in the Property or right to occupy the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the same.] OR [The Property is not subject to any Leases other than the Leases described in Schedule I, (b) except as set forth IV attached hereto and made a part hereof. Xxxxxxxx is the owner and lessor of landlord’s interest in the estoppel letters Leases. No Person has any possessory interest in the Property or right to Lender or as set forth on Schedule I occupy the same except under and pursuant to the provisions of the Leases. The current Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and and, there are no defaults thereunder by Borrower, Borrower or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and completetenant under any Lease, and there are no oral agreements conditions that, with respect theretothe passage of time or the giving of notice, (d) except as otherwise disclosed on Schedule Ior both, no would constitute defaults under any Lease. No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. There are no offsets or defenses to the payment of any portion of the Rents. All work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable tenant, (e) except as otherwise disclosed on Schedule Iand any payments, any free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant tenant has already been received by such Tenanttenant. There has been no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the LeasesRents received therein which is still in effect. Except as described on Schedule IV, the rents or no tenant under any interests therein except to Lender, (i) no Tenant or other party Lease has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; and (j) except as otherwise disclosed on Schedule Ipremises demised thereby, no Tenant such tenant holds its leased premises under sublease, nor does anyone except such tenant and its employees occupy such leased premises. No tenant under any Lease that is not has a Major 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 Lease has any right or option for additional space in the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyImprovements.]

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is The Properties are not subject to any Leases other than the Operating Leases described in Schedule I, (b) except as set forth II attached hereto and made a part hereof and residency agreements with residents of the Facilities. Borrower is the owner and lessor of landlord’s interest in the estoppel letters Operating Leases. No Person has any possessory interest in any Individual Property or right to Lender or as set forth on Schedule I occupy the same except under and pursuant to the provisions of the Operating Leases identified on Schedule I and residency agreements with residents of the Facilities. The current Operating Leases are in full force and effect and, to Borrower’s knowledge and knowledge, there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, either party and there are no oral agreements conditions that, with respect theretothe passage of time or the giving of notice, (d) except or both, would constitute defaults thereunder. Except as otherwise disclosed on in Schedule III attached hereto, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by Borrower under each Operating Lease has been performed as required and has been accepted by the applicable Operator Tenant, (e) except as otherwise disclosed on Schedule Iand any payments, any free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Operator Tenant has already been received by such Operator Tenant. To Borrower’s knowledge, (f) and except as disclosed in Schedule II attached hereto, all security deposits are being held in accordance with Legal Requirementswork to be performed by the applicable Operator Tenant under each Operating Lease has been performed. There has been no prior sale, (g) Borrower has no knowledge transfer or assignment, hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents Rents received therein which is still in effect. No Operator Tenant listed on Schedule II has assigned its Operating Lease or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and (j) except its employees occupy such leased premises. Other than as otherwise disclosed set forth on Schedule III, no Operator Tenant under any Lease that is not a Major Operating Lease has the a right or option pursuant to terminate its such Operating Lease prior or otherwise to expiration purchase all or any part of the stated term leased premises or the building of such Leasewhich the leased premises are a part. For purposes hereof, No tenant under any Lease has any right or option for additional space in the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyImprovements.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the The Property is not subject to any Leases other than the Leases described in Schedule I, (b) except as set forth I attached hereto and made a part hereof. Borrower is the owner and lessor of landlord’s interest in the estoppel letters Leases. No Person has any possessory interest in the Property or right to Lender or as set forth on Schedule I occupy the same except under and pursuant to the provisions of the Leases. The current Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, either party and there are no oral agreements conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder (except with respect thereto(i) to the Hostcentric Technologies, Inc. Lease whereby such tenant by letter to Borrower dated December 12, 2003 (dwhich letter has been delivered by Borrower to Lender) except as otherwise has notified Borrower that it will be terminating such Lease and (ii) to certain late charges due and owing by tenants (which tenants, and the amounts owing by such tenants, have been disclosed on Schedule Ito Lender) at the Property for common area maintenance charges and taxes, no not exceeding $60,000.00 in the aggregate). No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable tenant, (e) except as otherwise disclosed on Schedule Iand any payments, any free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant tenant has already been received by such Tenanttenant. There has been no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents Rents received therein which is still in effect. No tenant listed on Schedule I has assigned its Lease or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and (j) except its employees occupy such leased premises. Except as otherwise disclosed set forth on Schedule IIV hereof, no Tenant tenant under any Lease that is not has a Major 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. Except as set forth on Schedule IV hereof, no tenant under any Lease has any right or option for additional space in the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyImprovements.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the The rent roll attached hereto as Schedule I is true, complete and correct in all material respects and neither the Property nor the Worldwide Plaza Amenities is not subject to any Leases other than the Leases described in Schedule I, (b) except as set forth I. Worldwide Plaza Borrower is the owner and lessor of landlord’s interest in the estoppel letters Leases at the Property and Amenities Owner is the owner and lessor of landlord’s interest in the Leases at the Worldwide Plaza Amenities. No Person has any possessory interest in the Property or right to Lender or as set forth on Schedule I occupy the same except under and pursuant to the provisions of the Leases. The Leases identified on Schedule I are in full force and effect and, to Borrower’s knowledge and Knowledge, there are no defaults thereunder by Borrowereither party beyond any applicable notice or cure period, and there are no conditions that, with the passage of time or the giving of notice, or to the knowledge of Borrowerboth, any Tenant, (c) the would constitute defaults thereunder. The copies of the Leases delivered to Lender are true and completecomplete in all material respects, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no . No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by Worldwide Plaza Borrower or Amenities Owner, (e) except as otherwise disclosed on Schedule Iapplicable, any under each Lease has been performed as required and has been accepted by the applicable Tenant. Any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Worldwide Plaza Borrower or Amenities Owner, as applicable, to any Tenant has already been received by such Tenant. The Tenants under the Leases have accepted legal possession of and are in occupancy of all of their respective demised premises, (f) are open for business and have commenced the payment of full, unabated rent under the Leases. Borrower has delivered to Lender a true, correct and complete list of all security deposits made by Tenants which have not been applied (including accrued interest thereon), all of which are being held by Worldwide Plaza Borrower or Amenities Owner, as applicable, in accordance with the terms of the applicable Lease and applicable Legal Requirements. To Borrower’s Knowledge, each Tenant under a Major Lease is free from bankruptcy or reorganization proceedings. No Tenant under any Lease (gor any sublease) Borrower has is an Affiliate of Borrower. There are no knowledge brokerage fees or commissions due and payable in connection with the leasing of space at the Property or the Worldwide Plaza Amenities as of the date hereof, and no such fees or commissions will become due and payable in the future in connection with the Leases in existence as of the date hereof under existing brokerage and leasing agreements, including by reason of any notice extension of termination term or default with respect to exercise of expansion rights set forth in such Lease. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease, (h) Borrower has not assigned Lease or pledged any of the Leases, Rents received therein which is still in effect other than by virtue of the rents or any interests therein except to LenderAmenities Mortgages. To Borrower’s Knowledge, (i) no Tenant listed on Schedule I has assigned its Lease or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; premises demised thereby, (ii) no such Tenant holds its leased premises under assignment or sublease, and (jiii) no one except as otherwise disclosed on Schedule I, no such Tenant and its employees occupies such leased premises. No Tenant under any Lease that is not has a Major 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 Lease has any right or option for additional space in the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyImprovements.

Leases. (a) The Beneficiary shall have the right to approve any Lease executed after the date of this Deed of Trust as to form, content and financial strength of the tenant. All such Leases shall, at the Beneficiary's option, include subordination provisions acceptable to the Beneficiary in its sole and absolute discretion. The Beneficiary agrees that it will provide all tenants under Leases which have terms (including any renewal options) of twenty four (24) months or less and all tenants under Leases approved by the Beneficiary in its sole, but reasonable discretion, with the Beneficiary's customary subordination, attornment and non-disturbance agreement. At any time, within thirty (30) days after Notice from the Beneficiary, the Borrower represents will deliver to the Beneficiary a written description in such reasonable detail as the Beneficiary may request of all of the Leases, including, without limitation, the names of all tenants, the terms of all Leases and warrants the Rents payable under all Leases, and, on demand, the Borrower will furnish to Lender the Beneficiary fully executed copies of any Leases and such subordination and attornment agreements as the Beneficiary may request. If any Lease provides for the giving by the tenant of certificates with respect to the Leases that: status of such Lease, the Borrower shall exercise its right to require such certificate within ten (a10) days after any request by the rent roll attached hereto as Schedule I is trueBeneficiary. Within thirty (30) days after any request by the Beneficiary, complete and correct and the Property is not subject to any Leases other than the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and completeBorrower will notify all tenants under existing Leases, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (e) except as otherwise disclosed on Schedule I, any free rent or other allowances required agrees to be given by Borrower to any Tenant has already been received by such Tenant, (f) thereafter notify all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the tenants under future Leases, the rents or any interests therein except to Lender, that (i) no Tenant or other party the Borrower collects and receives all Rents pursuant to the license granted to it hereunder, and (ii) upon Notice from the Beneficiary that such license has an option or right of first refusal or offerbeen revoked, the tenant (including, but not limited to purchase the Affiliate) shall pay all or any portion unpaid Rent directly to the Beneficiary. After the completion of the Property; and (j) except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereofImprovements, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a party.may assign its interest

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) The real property leases (the rent roll attached hereto "Leases") in effect as Schedule I is true, complete and correct and of the Property is not subject to any Leases other than the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender or date hereof are as set forth on Schedule I the SCHEDULE 4.23 annexed hereto and made a part hereof, and all such Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and constitute the legal, valid and binding obligations of the Borrower and each lessor thereto. No events of default (other than any default which by the terms of the Leases would occur solely as a result of the filing of the Reorganization Case) exist thereunder and there are exist no defaults thereunder by events or conditions which with the giving of notice or the lapse of time or both would result in an event of default. Borrower shall not amend, modify, supplement or terminate any Leases or any exhibits thereto or any related agreement now or hereafter entered into between a lessor and Borrower, or without the prior written consent of Lender. (b) Borrower shall advise each lessor, in writing, that the applicable Lease has been assigned as collateral to the knowledge of Borrower, any Tenant, Lender. (c) Borrower agrees to provide Lender with written notice within three (3) Business Days before Borrower enters into any real property lease not set forth on SCHEDULE 4.23 hereto (the "Additional Lease"). In each instance, Borrower shall deliver to Lender true and accurate copies of each such proposed Additional Lease and Lender's written consent shall be required prior to Borrower executing such Additional Lease. If approved, such Additional Lease shall be subject to the provisions of this Agreement and shall be assigned by Borrower to Lender as additional Collateral. Borrower represents that the Leases delivered to Lender are true valid and complete, in full force and effect and there are exists no oral agreements default by any party thereunder and no event or condition which with respect the lapse of time or the giving of notice or both would result in a default thereunder by any party thereto, . (d) except as otherwise disclosed on Schedule I, no Rent (including security deposits) has been paid more than one (1) month in advance Borrower will perform when due all of its due date, (e) except as otherwise disclosed on Schedule I, any free rent or other allowances required to be given by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination or default with respect to any Lease, (h) Borrower has not assigned or pledged any of obligations under the Leases, and will promptly notify Lender of any default thereunder by any party or the rents existence of any event or condition which with the giving of notice or the lapse of time or both would result in a default thereunder by any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Property; and (j) except as otherwise disclosed on Schedule I, no Tenant under any Lease that is not a Major Lease has the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a party.

Leases. Borrower represents and warrants The Property is not subject to Lender with respect to any leases other than the Leases that: (a) described in the rent roll attached hereto as Schedule I and made a part hereof, which rent roll is true, complete and correct accurate in all respects as of the Closing Date. Fee Owner is the lessor under the Operating Lease and Operating Lessee is the lessee under the Operating Lease. Operating Lessee is the owner and lessor of landlord’s interest in the Leases. No Person has any possessory interest in the Property is not subject or right to any occupy the same except under and pursuant to the provisions of the Leases. The current Leases other than the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, either party and there are no oral agreements conditions that, with respect theretothe passage of time or the giving of notice, (d) except as otherwise disclosed on Schedule Ior both, no would constitute defaults thereunder. No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. All security deposits are held by Borrower in accordance with applicable law. All work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant, (e) except as otherwise disclosed on Schedule Iand any payments, any 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 has been no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents Rents received therein which is outstanding. No Tenant listed on Schedule I has assigned its Lease or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; and (j) except as otherwise disclosed on Schedule Ipremises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises. No Tenant under any Lease that is not has a Major 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 Lease has any right or option for additional space in the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyImprovements.

Leases. Borrower represents and warrants to Lender with respect to Except as specified on the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Leased Real Property is not subject to any Leases other than the Leases described in Schedule ISchedule, (bA) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I are each Lease is in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, in all material respects; (cB) the copies assignment of the Leases delivered each Lease to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (e) except as otherwise disclosed on Schedule I, any free rent or other allowances required to be given by Borrower to any Tenant has already been received by such Tenant, (f) all security deposits are being held Purchaser in accordance with Legal Requirementsthis Agreement does not require the consent of any other Person, will not result in a breach of, or default under, such Lease, or otherwise cause such Lease to cease to be in full force and effect on identical terms -16- following the Closing; (gC) Borrower Seller has no knowledge material disputes with any Landlords with respect to any Lease or any Leased Real Property and to Seller's Knowledge, no Landlord under any Lease has a dispute with Seller with respect to any Lease or any Leased Property; (D) neither Seller nor to Seller's Knowledge any other party to any Lease is in material breach or default under any Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a breach or default under any Lease, or permit the termination or modification of any notice Lease or acceleration of termination rent under any Lease; (E) no portion of any security deposit tendered in accordance with any Lease has been applied with respect to a breach or default under such Lease which has not been restored in full; (F) Seller does not owe, and will not owe in the future, any brokerage commissions or finder's fees with respect to any Lease, ; (hG) Borrower no party to any Lease (other than Seller) is an affiliate of Seller or otherwise has any economic interest in Seller; (H) Seller has not collaterally assigned or pledged granted any other security interest in any Lease; (I) there are no Liens or encumbrances on the estate or interest created by any Lease; (J) none of the LeasesLeases obligates the tenant to operate a business on the Leased Real Property or prohibits the tenant from closing the business currently operated on the Leased Real Property or entitles the landlord to exercise any rights or remedies against the tenant if the tenant closes the business currently conducted on the Leased Real Property; (K) none of the Leases contains restrictions on the tenant's ability to operate or lease a pharmacy on the Leased Real Property; (L) none of the Leases obligates the tenant to maintain, repair, or replace the roof or the parking area of the Improvements on the Leased Real Property (except that the tenant may be obligated to reimburse the landlord under the Leases for the tenant's proportionate share of costs incurred by Landlord to maintain, repair, or replace the roof of the Improvements or any parking area located on the Leased Real Property); (M) to Seller's Knowledge, the rents or any landlord under the Leases has good and marketable title to the Leased Real Property and Seller has good and marketable title to all leasehold interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of under the PropertyLeases; and (jN) except as otherwise disclosed on Schedule Ino person or firm possesses or occupies, no Tenant under any Lease that is not a Major Lease or has the right to terminate its possess or occupy, any portion of any Leased Real Property, except for (i) that portion of any Leased Real Property that is a "common area" under the applicable Lease prior and (ii) those portions of any Leased Real Property occupied by subtenants pursuant to expiration of valid Subleases more particularly identified on Schedule 3.8(c). Notwithstanding the stated term of such materiality qualifiers in (C) and (D) above, Seller shall use all commercially reasonable efforts to provide Purchaser with written information regarding each dispute, breach and default arising in, under, or in connection with a Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a party.

Leases. Borrower represents All Leases at the Collateral Properties are listed on Schedule 6.25, and warrants to Lender each Operating Lessee is the lessor under each of the Leases set forth on said Schedule 6.25. No Person (other than hotel guests) other than with respect to Permitted Liens has any possessory interest in any Collateral Property or right to occupy the same except under and pursuant to the provisions of the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is not subject to any Management Agreements. The current Leases other than the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and and, there are no defaults thereunder by Borrowerany Borrower or, or to the knowledge best of each Borrower’s knowledge, any Tenant, (c) the copies of the Leases delivered to Lender are true and completetenant under any Lease, and there are no oral agreements conditions that, with the passage of time or the giving of notice, or both, would constitute defaults under any Lease. With respect thereto, (d) except as otherwise disclosed on Schedule Ito the Major Leases, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date. There are no offsets or defenses to the payment of any portion of the Rents. All work to be performed by any Borrower under each Lease has been performed as required and has been accepted by the applicable tenant, (e) except as otherwise disclosed on Schedule Iand any payments, any free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by any Borrower to any Tenant tenant has already been received by such Tenanttenant. There has been no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents or Rents received therein which is still in effect. No tenant under any interests therein except to Lender, (i) no Tenant or other party Lease has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; premises demised thereby, nor does anyone except such tenant and (j) except as otherwise disclosed on Schedule I, no Tenant its employees occupy such leased premises other than with respect to Permitted Liens. No tenant under any Lease that is not has a Major right or option pursuant to such Lease or otherwise to purchase all or any part of Collateral Property. Except as set forth in the Leases, no tenant under any Lease has the any right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include or option for additional space in any sublease or other occupancy agreement to which Borrower is not a partyCollateral Property.

Leases. Borrower represents and warrants The Property is not subject to Lender with respect to the Leases that: any leases other than (a) the Ground Lease and (b) the Leases described in the rent roll attached hereto as Schedule I and made a part hereof, which rent roll is true, complete and correct accurate in all respects as of the Closing Date. Borrower is the owner and lessor of landlord’s interest in the Leases. No Person has any possessory interest in 50 the Property is not subject or right to any occupy the same except under and pursuant to the provisions of the Leases. The current Leases other than the Leases described in Schedule I, (b) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, either party and there are no oral agreements conditions that, with respect theretothe passage of time or the giving of notice, (d) except as otherwise disclosed on Schedule Ior both, no would constitute defaults thereunder. No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. All security deposits are held by Borrower in accordance with applicable law. All work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant, (e) except as otherwise disclosed on Schedule Iand any payments, any 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 has been no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents Rents received therein which is outstanding. No Tenant listed on Schedule I has assigned its Lease or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; and (j) except as otherwise disclosed on Schedule Ipremises demised thereby, no such Tenant holds its leased premises under assignment or sublease, nor does anyone except such Tenant and its employees occupy such leased premises. No Tenant under any Lease that is not has a Major 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 Lease has any right or option for additional space in the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyImprovements.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the The Property is not subject to any Leases other than the Leases described in Schedule Ion the Rent Roll attached as SCHEDULE IV hereto and made a part hereof. To the best of Borrower's knowledge, (b) except as set forth no Person has any possessory interest in the estoppel letters Property or right to Lender or as set forth on Schedule I occupy the same except under and pursuant to the provisions of the Leases. The current Leases identified on Schedule I are in full force and effect and to Borrower’s 's knowledge and after inquiry, there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, either party and there are no oral agreements conditions that, with respect theretothe passage of time or the giving of notice, (d) except as otherwise disclosed on Schedule Ior both, would constitute defaults thereunder. To the best of Borrower's knowledge, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date. To the best of Borrower's knowledge, (e) except other than as otherwise disclosed on Schedule Iin writing to Lender, 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 tenant has already been received by such Tenanttenant. To the best of Borrower's knowledge, (f) all security deposits are being held in accordance with Legal Requirementsthere has been no prior sale, (g) Borrower has no knowledge transfer or assignment, hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the LeasesRents received therein which is outstanding. To Borrower's knowledge after inquiry, the rents except as set forth on SCHEDULE IV, no tenant listed on SCHEDULE IV has assigned its Lease or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; and (j) except as otherwise disclosed on Schedule Ipremises demised thereby, no Tenant such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. No tenant under any Lease that is not has a Major 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. Except as set forth in SCHEDULE IV, no tenant under any Lease has any right or option for additional space in the right Improvements except as set forth in SCHEDULE IV. To Borrower's actual knowledge based on the Environmental Report delivered to terminate Lender in connection herewith, 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 leased premises nor does Borrower have any knowledge of any tenant's intention to use its Lease prior to expiration leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of the stated term of such Lease. For purposes hereofany petroleum product or any toxic or hazardous chemical, the term “Lease” shall not include any sublease material, substance or other occupancy agreement to which Borrower is not a partywaste, except in either event, in compliance with applicable federal, state or local statues, rules and regulations.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is The Properties are not subject to any Leases leases other than the Operating Leases and the Leases described in on the Rent Roll attached as Schedule IV hereto and made a part hereof, (b) except as set forth in that the estoppel letters Westbury Property is subject to the Ground Lease. Each Operating Lease delivered to Lender in connection with the closing of this Loan was, when delivered, true, correct and complete, and no such Operating Agreement has been modified since delivery except in accordance with the terms hereof. No Person has any possessory interest in any Individual Property or as set forth on Schedule I right to occupy the same except under and pursuant to the provisions of the Leases. The current Leases identified on Schedule I are in full force and effect and to Borrower’s knowledge and after inquiry, there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, either party and there are no oral agreements conditions that, with respect theretothe passage of time or the giving of notice, (d) except as otherwise disclosed on Schedule Ior both, no would constitute defaults thereunder. No Rent (including security deposits) has been paid more than one (1) month in advance of its due date. All work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable tenant, (e) except as otherwise disclosed on Schedule Iand any payments, any free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant tenant has already been received by such Tenanttenant. There has been no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the LeasesRents received therein which is outstanding. To Borrower’s knowledge after inquiry, the rents except as set forth on Schedule V, no tenant listed on Schedule V has assigned its Lease or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; and (j) except as otherwise disclosed on Schedule Ipremises demised thereby, no Tenant such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. No tenant under any Lease that is not has a Major 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. Except as set forth in Schedule V, no tenant under any Lease has any right or option for additional space in the right Improvements except as set forth in Schedule V. To Borrower’s actual knowledge based on the Environmental Report delivered to terminate Lender in connection herewith, 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 leased premises nor does Borrower have any knowledge of any tenant’s intention to use its Lease prior to expiration leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of the stated term of such Lease. For purposes hereofany petroleum product or any toxic or hazardous chemical, the term “Lease” shall not include any sublease material, substance or other occupancy agreement to which Borrower is not a partywaste, except in either event, in compliance with applicable federal, state or local statues, rules and regulations.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is The Properties are not subject to any Leases other than the Leases described in Schedule I, (b) except as set forth II attached hereto and made a part hereof. Borrower is the owner and lessor of landlord's interest in the estoppel letters Leases. No Person has any material possessory interest in any Individual Property or right to Lender or as set forth on Schedule I occupy the same except under and pursuant to the provisions of the Management Agreement and the Leases. The current Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and and, except as disclosed on Schedule XVI, there are no defaults thereunder in any material respect under any Material Lease by BorrowerBorrower and, or to the knowledge best of Borrower's knowledge, any Tenanttenant, (c) and, to the copies best of the Leases delivered to Lender are true and completeBorrower's knowledge, and there are no oral agreements conditions that, with the passage of time or the giving of notice, or both, would constitute defaults in any material respect thereto, (d) except as otherwise disclosed on Schedule Iunder any Material Lease. Except for advance payments in the nature of security deposits, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (e) except . Except as otherwise disclosed set forth on Schedule IXVI, all material work to be performed by the applicable Individual Borrower under each Material 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 the applicable Individual Borrower to any Tenant tenant has already been received by such Tenanttenant. There is no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the LeasesRents received therein which is presently outstanding and has priority over the Loan Documents. To the best of Borrower's knowledge, the rents no tenant listed on Schedule II has assigned its Lease or any interests therein except to Lender, (i) no Tenant or other party has an option or right of first refusal or offer, to purchase sublet all or any portion of the Property; premises demised thereby, nor does anyone except such tenant and (j) except as otherwise disclosed on Schedule I, no Tenant its employees occupy such leased premises. No tenant under any Lease that is not has a Major 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 Lease has any right or option for additional space in the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyImprovements.

Leases. Borrower represents The mobile home and warrants to Lender with respect to recreational vehicle sites within the Leases that: (a) the rent roll attached hereto as Schedule I is true, complete and correct and the Property is Properties are not subject to any Leases leases other than the Leases described in the rent rolls attached hereto as Schedule IV and made a part hereof, (b) except which rent rolls are true, complete and accurate in all respects as set forth in of the estoppel letters to Lender or as respective dates set forth on Schedule I such rent rolls. Borrower is the owner and lessor of landlord’s interest in the Leases. No Person has any possessory interest in the mobile home and recreational vehicle sites within the Property or right to occupy the same except under and pursuant to the provisions of the Leases. The current Leases identified on Schedule I are in full force and effect to Borrower’s knowledge and and, except as set forth on the rent rolls attached hereto as Schedule V, there are no defaults thereunder by Borrower, or to the knowledge of Borrower, any Tenant, (c) the copies of the Leases delivered to Lender are true and complete, either party and there are no oral agreements conditions that, with respect theretothe passage of time or the giving of notice, or both, would constitute defaults thereunder. Except for prepaid Rent that does not exceed, at any one time, more than ten percent (d10%) except as otherwise disclosed on Schedule Iof the gross annual Rent from all of the Properties in the aggregate, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date. All security deposits are held by Borrower in accordance with applicable law. All work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant, (e) and, except as otherwise disclosed set forth on the rent rolls attached hereto as Schedule IV, 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 has been no prior sale, (f) all security deposits are being held in accordance with Legal Requirementstransfer or assignment, (g) Borrower has no knowledge hypothecation or pledge of any notice of termination Lease or default with respect to any Lease, (h) Borrower has not assigned or pledged any of the Leases, the rents Rents received therein which is outstanding. No Tenant under any Lease has a right or any interests therein except option pursuant to Lender, (i) no Tenant such Lease or other party has an option or right of first refusal or offer, otherwise to purchase all or any portion part of the Property; and (j) except as otherwise disclosed on Schedule I, no leased premises or the building of which the leased premises are a part. No Tenant under any Lease that is not a Major Lease has any right or option for additional space in the right to terminate its Lease prior to expiration of the stated term of such Lease. For purposes hereof, the term “Lease” shall not include any sublease or other occupancy agreement to which Borrower is not a partyImprovements.

Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) Mezzanine Asset Owner and Property Guarantor are the rent roll attached hereto as Schedule I is true, complete owners and correct lessors of landlord’s interest in the Leases. No Person has any possessory interest in any Individual Property or Mezzanine Asset or right to occupy the same except under and pursuant to the Property is not subject to any Leases other than provisions of the Leases described in Schedule Ior the Permitted Encumbrances. As of the date hereof, (b) except as set forth in the estoppel letters to Lender or as set forth on Schedule I the current Leases identified on Schedule I are in full force and effect and there are no material defaults by Mezzanine Asset Owner and Property Guarantor or, to Borrower’s knowledge and any tenant under any Lease, and, there are no defaults thereunder by Borrowerconditions that, with the passage of time or the giving of notice, or to the knowledge of Borrowerboth, would constitute a material default under any Tenant, (c) the copies Lease. Not more than 10% of the Leases delivered to Lender are true and complete, and there are no oral agreements with respect thereto, (d) except as otherwise disclosed on Schedule I, no Rent (including security deposits) has Rents at any Individual Property have been paid more than one four (14) month months in advance of its due date. As of the date hereof, there are no offsets or defenses to the payment of any portion of the Rents. As of the date hereof, all work required (eif any) except to be performed by Mezzanine Asset Owner or Property Guarantor under each Lease as otherwise disclosed on Schedule Iof the date hereof has been performed in all material respects 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 Mezzanine Asset Owner or Property Guarantor to any Tenant tenant has already been received by such Tenant, (f) all security deposits are being held in accordance with Legal Requirements, (g) Borrower has no knowledge of any notice of termination or default with respect tenant except to any Lease, (h) Borrower has not assigned or pledged any the extent the failure of the Leasesforegoing representation to be true is not reasonably likely to have a Material Adverse Effect. As of the date hereof, there has been no prior sale, transfer or assignment, hypothecation or pledge of Mezzanine Asset Owner’s or Property Guarantor’s interest in any Lease or of the rents Rents received therein which is still in effect. No tenant under any Lease has a currently effective option (or any interests therein except to Lender, (i) no Tenant or other party has an option that will take effect in the future) pursuant to such Lease or right of first refusal or offer, otherwise to purchase all or any portion part of the Property; and (j) except as otherwise disclosed on Schedule I, no Tenant leased premises or the building of which the leased premises are a part. No tenant under any Lease has a currently effective right (or a right that is not a Major Lease has will take effect in the right future) of first offer or refusal to terminate its Lease prior to expiration purchase all or any part of the stated term leased premises or the building of which the leased premises are a part. 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 Law nor does Mezzanine Asset Owner or Property Guarantor have any knowledge of any tenant’s intention to use its leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any Hazardous Materials, except those that are both (i) in compliance with current Environmental Laws and with permits issued pursuant thereto (if such Lease. For purposes hereofpermits are required), and (ii) either (A) in amounts not in excess of that necessary to operate, clean, repair and maintain the term “Lease” shall not include any sublease applicable Individual Property or other occupancy agreement Mezzanine Asset or each tenant’s respective business at such Individual Property or Mezzanine Asset as set forth in their respective Leases, (B) held by a tenant for sale to which Borrower is not a partythe public in its ordinary course of business, or (C) fully disclosed to and approved by Lender in writing pursuant to the environmental reports delivered to Lender in connection with the Loan.