Common use of Rent Roll and Leases Clause in Contracts

Rent Roll and Leases. To the Actual Knowledge of each Contributing Party, the schedule of leases attached hereto as Schedule 5.6A (the "Schedule of Leases") is a true, correct and complete schedule of all leases, subleases and rights of occupancy in effect with respect to the Property (the "Leases"), and there have been no material changes to the Leases. Except as set forth on the Schedule of Leases, there are no other leases, subleases, tenancies or other rights of occupancy in effect with respect to the Property other than the Leases. True, correct and complete copies of the Leases, together with all amendments and supplements thereto and all other documents and correspondence relating thereto, have been delivered or made available to BNP and its agents. Schedule 5.6A includes the rent roll information and is, as of the date shown thereon, true and correct in all material respects to the Actual Knowledge of each Contributing Party. To the Actual Knowledge of each of the Contributing Parties, the Schedule of Leases sets forth, as of such date, (i) a list of all tenants under the Leases, (ii) all arrearages owing from such tenants under such Leases (listed on delinquency and default reports attached to and made a part thereof), (iii) the expiration date of the term of such Leases, (iv) the rent the tenant under such Lease is currently obligated to pay, (v) the amount of any concession given in connection with any such Lease at any time, (vi) the current outstanding balances of any security deposits held pursuant to any Leases, (vii) any prepayments of rent by any tenant under any Lease of more than one (1) month in advance (excluding security deposits which are delineated on the list attached to the Schedule of Leases and made a part thereof) and (viii) each Contributing Party represents that to his or her Actual Knowledge, there are no rental concessions or abatements under a Lease applicable to any period subsequent to the Closing. Except as set forth on the Schedule of Leases, to the Actual Knowledge of the Contributing Parties, all such Leases are valid and enforceable and presently in full force and effect, and none of the Leases have been assigned. Except as set forth on Schedule 5.6B attached hereto, none of the Contributing Parties, or to the Actual Knowledge of each Contributing Party, any lessee under any Lease, is in default under such Lease, and to the Actual Knowledge of each Contributing Party, there is no event which, but for the passage of time or the giving of notice, or both, would constitute a default under such Leases, except such defaults that would not have a material adverse effect on the condition, financial or otherwise or on the earnings, business affairs or business prospects of any of the Contributing Parties or the Property. Except as disclosed on Schedule 5.6B attached hereto, to the Actual Knowledge of each of the Contributing Parties, the consummation of the transactions contemplated by this Agreement will not give rise to any breach, 220 default or event of default under any of the Leases. Each of the Leases is assignable by the Company and none of the Leases requires the consent or approval of any party in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties acknowledge that the Property is currently being managed by BNP. The Contributing Parties shall not be liable for a breach of this Section 5.6 based on a failure to disclose if the fact or facts that were not disclosed is or are within the Actual Knowledge of BNP, obtained in connection with its duties as property manager of the Property.

Rent Roll and Leases. The documents constituting the Leases that are delivered to Buyer pursuant to Section 2.2 are true, correct and complete copies in all material respects of all of the Leases affecting the Property, including any and all amendments and guarantees. To Seller’s knowledge, all information set forth in the Actual Knowledge Rent Roll is true, correct, and complete in all material respects as of each Contributing Partyits date. Except as set forth on Appendix 6.1(c), there are no leasing or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, and no understanding or agreement with any party exists as to payment of any leasing commissions or fees regarding future leases or as to the schedule procuring of leases attached hereto tenants. The Leases are in full force and effect and Seller has not received written notice that it is in default thereunder after the expiration of applicable notice and cure periods (and if such default is not cured by the Closing Date, without regard to applicable notice and cure periods, Buyer shall receive a credit for the cost of such cure). To Seller’s best knowledge and except as Schedule 5.6A disclosed in the most recently delivered Rent Roll prior to the Effective Date or on Appendix 6.1(c), none of the tenants are in default after the expiration of any cure period and no tenants have asserted nor do any of the tenants have presently exercisable defenses or offsets to rent accruing after the Closing Date. Except as set forth on Appendix 6.1(c), all of the landlord’s obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full and all concessions (other than any unexpired rent abatement set forth in the "Schedule of Leases") is from the landlord under the Leases have been paid and performed in full. Except as disclosed on Appendix 6.1(c), there are no agreements between Seller and any tenant other than the Leases. Except in connection with any debt being released at Closing or specifically assumed by Buyer, Seller has not assigned or pledged the Leases or Rents or any interest therein. The items and amounts listed in Appendix 6.1(c) are a true, correct and complete schedule list of all leases, subleases and rights of occupancy in effect with respect to the Property (the "Leases"), and there have been no material changes to the Leases. Except as set forth on the Schedule of Leases, there are no other leases, subleases, tenancies or other rights of occupancy in effect with respect to the Property other than the Leases. True, correct and complete copies of the Leases, together with all amendments and supplements thereto and all other documents and correspondence relating thereto, Lease Expenses that have not been delivered or made available to BNP and its agents. Schedule 5.6A includes the rent roll information and is, paid in full as of the date shown thereon, true and correct in all material respects to the Actual Knowledge of each Contributing Party. To the Actual Knowledge of each of the Contributing Parties, the Schedule of Leases sets forth, as of such date, (i) a list of all tenants under the Leases, (ii) all arrearages owing from such tenants under such Leases (listed on delinquency and default reports attached to and made a part thereof), (iii) the expiration date of the term of such Leases, (iv) the rent the tenant under such Lease is currently obligated to pay, (v) the amount of any concession given in connection with any such Lease at any time, (vi) the current outstanding balances of any security deposits held pursuant to any Leases, (vii) any prepayments of rent by any tenant under any Lease of more than one (1) month in advance (excluding security deposits which are delineated on the list attached to the Schedule of Leases and made a part thereof) and (viii) each Contributing Party represents that to his or her Actual Knowledge, there are no rental concessions or abatements under a Lease applicable to any period subsequent to the Closing. Except as set forth on the Schedule of Leases, to the Actual Knowledge of the Contributing Parties, all such Leases are valid and enforceable and presently in full force and effect, and none of the Leases have been assigned. Except as set forth on Schedule 5.6B attached hereto, none of the Contributing Parties, or to the Actual Knowledge of each Contributing Party, any lessee under any Lease, is in default under such Lease, and to the Actual Knowledge of each Contributing Party, there is no event which, but for the passage of time or the giving of notice, or both, would constitute a default under such Leases, except such defaults that would not have a material adverse effect on the condition, financial or otherwise or on the earnings, business affairs or business prospects of any of the Contributing Parties or the Property. Except as disclosed on Schedule 5.6B attached hereto, to the Actual Knowledge of each of the Contributing Parties, the consummation of the transactions contemplated by this Agreement will not give rise to any breach, 220 default or event of default under any of the Leases. Each of the Leases is assignable by the Company and none of the Leases requires the consent or approval of any party in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties acknowledge that the Property is currently being managed by BNP. The Contributing Parties shall not be liable for a breach of this Section 5.6 based on a failure to disclose if the fact or facts that were not disclosed is or are within the Actual Knowledge of BNP, obtained in connection with its duties as property manager of the Property.

Rent Roll and Leases. To the Actual Knowledge of each Contributing Party, the schedule of leases EXHIBIT "B" attached hereto as Schedule 5.6A (the "Schedule of Leases") and by this reference made a part hereof is a true, correct accurate and complete schedule of rent roll (the "Rent Roll") indicating all leases, leases and subleases and rights of occupancy currently in effect with respect to any portion of the Real Property (collectively the "Leases"), and there have been no material changes to . In connection with the Leases. Except , Borrower represents and warrants as set forth on the Schedule of Leases, there follows: (A) The Leases previously delivered to Lender are no other leases, subleases, tenancies or other rights of occupancy in effect with respect to the Property other than the Leases. True, complete and correct and complete copies of the original Leases, together with including all amendments amendments, addenda, riders, subleases and supplements thereto other documentation relative thereto, and all other documents Leases are in full force and correspondence relating theretoeffect without default and are unmodified except as noted in the Rent Roll or in any tenant estoppel statement previously delivered to Lender; (B) Borrower is the lessor under the Leases and has not assigned or agreed to assign (except to Lender) its interest as lessor or master lessor, as appropriate, under the Leases in whole or in part; (C) No monetary concessions or inducements of any kind or nature have been delivered given or made available to BNP and its agents. Schedule 5.6A includes the rent roll information and is, as of the date shown thereon, true and correct in all material respects promised to the Actual Knowledge of each Contributing Party. To the Actual Knowledge of each of the Contributing Parties, the Schedule of Leases sets forth, as of such date, (i) a list of all tenants under the Leases, (ii) all arrearages owing from such tenants under such Leases (listed on delinquency individually, a "Lessee" and default reports attached to and made a part thereofcollectively, the "Lessees"), and no Lessee has any existing defense or claim of offset against Borrower or to such Lessee's payment and performance of its obligations under its Lease, except as noted in the Rent Roll or in any tenant estoppel statement previously delivered to Lender by such Lessee; (iiiD) No Lessee has or can acquire any right to terminate such Lessee's Lease, or cease paying the expiration date full rent thereunder, before the end of the term of such Leases, (iv) the rent the tenant under such Lease is currently obligated to pay, (v) the amount of any concession given in connection with any such Lease at any time, (vi) the current outstanding balances of any security deposits held pursuant to any Leases, (vii) any prepayments of rent by any tenant under any Lease of more than one (1) month in advance (excluding security deposits which are delineated on the list attached to the Schedule of Leases and made a part thereof) and (viii) each Contributing Party represents that to his or her Actual Knowledge, there are no rental concessions or abatements under a Lease applicable to any period subsequent to the Closing. Except except as set forth on in the Schedule of LeasesRent Roll; (E) The Lessees are each in possession and actually paying rent, to in the Actual Knowledge of sums and at the Contributing Parties, all such Leases are valid times and enforceable and presently in full force and effect, and none of under the Leases have been assigned. Except terms as set forth on Schedule 5.6B attached heretoin the Leases, none except as disclosed in the Rent Roll; (F) No Lessee has an option or right of first refusal or other right to purchase all or any portion of the Contributing PartiesReal Property, except as set forth in the Rent Roll or in a tenant estoppel statement previously delivered to the Actual Knowledge Lender; (G) The Leases are on an unfurnished basis; (H) The original term of each Contributing Party, Lease is accurately set forth in the Rent Roll; (I) No rent has been collected from any lessee Lessee in advance of the date due (other than any security deposits); (J) Borrower has committed no default or breach under any Leaseof the Leases, is in default under such Lease, and to the Actual Knowledge of each Contributing Party, there is no nor has any event occurred which, but for with the passage of time or the giving of notice, or both, would constitute a default under such Leasesor breach by Borrower, except such defaults that would not have a material adverse effect on the condition, financial or otherwise or on the earnings, business affairs or business prospects of any of the Contributing Parties or the Property. Except as disclosed on Schedule 5.6B attached hereto, to the Actual Knowledge of each of the Contributing Parties, the consummation of the transactions contemplated by this Agreement will not give rise to any breach, 220 default or event of default under any of the Leases. Each ; (K) None of the Leases is assignable by the Company and none Lessees are, as of the Leases requires date hereof, in default in the consent or approval performance of any party Lease, nor has any event occurred which, with the passage of time or the giving or notice, or both, would constitute a default or breach by Lessee except as disclosed in the Rent Roll; (L) Except as noted in the Rent Roll, no Lease has been assigned and no premises demised under any Lease have been sublet; (M) Except for Lessees occupying the Real Property under the Leases, no persons have any possessory right in or right to occupy the Real Property; and (N) All work, labor, services and material furnished to or in connection with the transactions contemplated by this Agreement. Notwithstanding anything portions of the Real Property let pursuant to the contrary contained herein, the parties acknowledge that the Property is currently being managed by BNP. The Contributing Parties shall not be liable for a breach of this Section 5.6 based on a failure to disclose if the fact or facts that were not disclosed is or are within the Actual Knowledge of BNP, obtained in connection with its duties as property manager terms of the PropertyLeases have been fully paid for, so that no mechanics', materialmen's or other lien may properly be filed against the Real Property relating to such matters.

Rent Roll and Leases. To the Actual Knowledge of each Contributing Party, the The schedule of leases attached hereto as Schedule 5.6A 6.2A (the "Schedule of Leases") is a true, correct and complete schedule of all leases, subleases and rights of occupancy in effect with respect to each of the Property Properties, respectively (the "Leases"), and there have been no material changes to the Leases. Except as set forth on the Schedule of Leases, there are no other leases, subleases, tenancies or other rights of occupancy in effect with respect to the Property Properties other than the Leases. True, correct and complete copies of the Leases, together with all amendments and supplements thereto and all other documents and correspondence relating thereto, have been delivered or made available to BNP the Operating Partnership and its agents. Schedule 5.6A 6.2A includes the rent roll information and is, as of the date shown thereon, true and correct in all material respects to the Actual Knowledge of each Contributing Partyrespects. To the Actual Knowledge best knowledge of each of the Contributing PartiesContributors, the Schedule of Leases sets forth, as of such date, (i) a list of all tenants under the Leases, (ii) all arrearages owing from such tenants under such Leases (listed on delinquency and default reports attached to and made a part thereof), (iii) the expiration date of the term of such Leases, (iv) the rent the tenant under such Lease is currently obligated to pay, (v) the amount of any concession given in connection with any such Lease at any time, (vi) the current outstanding balances of any security deposits held pursuant to any Leases, (viivi) any prepayments of rent by any tenant under any Lease of more than one (1) month in advance (excluding security deposits which are delineated on the list attached to the Schedule of Leases and made a part thereof) and (viii) each Contributing Party Contributor represents that to his or her Actual Knowledgebest knowledge, there are no rental concessions or abatements under a Lease applicable to any period subsequent to the Closing. Except as set forth on the Schedule of Leases, to the Actual Knowledge best knowledge of the Contributing PartiesContributors, all such Leases are valid and enforceable and presently in full force and effect, and none of the Leases have been assigned. Except as set forth on Schedule 5.6B 6.2B attached hereto, none of the Contributing Constituent Parties, or to the Actual Knowledge best knowledge of each Contributing PartyContributor, any lessee under any Lease, is in default under such Lease, and to the Actual Knowledge best knowledge of each Contributing PartyContributor, there is no event which, but for the passage of time or the giving of notice, or both, would constitute a default under such Leases, except such defaults that would not have a material adverse effect on the condition, financial or otherwise or on the earnings, business affairs or business prospects of any of the Contributing Constituent Parties or the PropertyProperties. Except as disclosed on Schedule 5.6B 6.2B attached hereto, to the Actual Knowledge best knowledge of each of the Contributing PartiesContributors, the consummation of the transactions contemplated by this Master Agreement will not give rise to any breach, 220 default or event of default under any of the Leases. Each of the Leases is assignable by the Company and applicable Constituent Party and, except as disclosed on Schedule 6.2C attached hereto, none of the Leases requires the consent or approval of any party in connection with the transactions contemplated by this Master Agreement. Notwithstanding anything to the contrary contained herein, the parties acknowledge that the Property is currently being managed by BNP. The Contributing Parties shall not be liable for a breach of this Section 5.6 based on a failure to disclose if the fact or facts that were not disclosed is or are within the Actual Knowledge of BNP, obtained in connection with its duties as property manager of the Property.

Rent Roll and Leases. To the Actual Knowledge of each Contributing Party, the schedule of leases attached hereto as Schedule 5.6A (the "Schedule of Leases") is a true, correct and complete schedule of all leases, subleases and rights of occupancy in effect with respect to the Property (the "Leases"), and there have been no material changes to the Leases. Except as set forth on the Schedule of Leases, there are no other leases, subleases, tenancies or other rights of occupancy in effect with respect to the Property other than the Leases. True, correct and complete copies of the Leases, together with all amendments and supplements thereto and all other documents and correspondence relating thereto, have been delivered or made available to BNP and its agents. Schedule 5.6A includes the rent roll information and is, as of the date shown thereon, true and correct in all material respects to the Actual Knowledge of each Contributing Party. To the Actual Knowledge of each of the Contributing Parties, the Schedule of Leases sets forth, as of such date, (i) a list of all tenants under the Leases, (ii) all arrearages owing from such tenants under such Leases (listed on delinquency and default reports attached to and made a part thereof), (iii) the expiration date of the term of such Leases, (iv) the rent the tenant under such Lease is currently obligated to pay, (v) the amount of any concession given in connection with any such Lease at any time, (vi) the current outstanding balances of any security deposits held pursuant to any Leases, (vii) any prepayments of rent by any tenant under any Lease of more than one (1) month in advance (excluding security deposits which are delineated on the list attached to the Schedule of Leases and made a part thereof) and (viii) each Contributing Party represents that to his or her Actual Knowledge, there are no rental concessions or abatements under a Lease applicable to any period subsequent to the Closing. Except as set forth on the Schedule of Leases, to the Actual Knowledge of the Contributing Parties, all such Leases are valid and enforceable and presently in full force and effect, and none of the Leases have been assigned. Except as set forth on Schedule 5.6B attached hereto, none of the Contributing Parties, or to the Actual Knowledge of each Contributing Party, any lessee under any Lease, is in default under such Lease, and to the Actual Knowledge of each Contributing Party, there is no event which, but for the passage of time or the giving of notice, or both, would constitute a default under such Leases, except such defaults that would not have a material adverse effect on the condition, financial or otherwise or on the earnings, business affairs or business prospects of any of the Contributing Parties or the Property. Except as disclosed on Schedule 5.6B attached hereto, to the Actual Knowledge of each of the Contributing Parties, the consummation of the transactions contemplated by this Agreement will not give rise to any breach, 220 default or event of default under any of the Leases. Each of the Leases is assignable by the Company and none of the Leases requires the consent or approval of any party in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties acknowledge that the Property is currently being managed by BNP. The Contributing Parties shall not be liable for a breach of this Section 5.6 based on a failure to disclose if the fact or facts that were not disclosed is or are within the Actual Knowledge of BNP, obtained in connection with its duties as property manager of the Property.

Rent Roll and Leases. To the Actual Knowledge of each Contributing Party, the The schedule of leases which shall be completed and attached hereto prior to the Closing Date as Schedule 5.6A 6.7A (the "Schedule of Leases") is a true, correct and complete schedule of all leases, subleases and rights of occupancy (claiming directly by, through, under or with the Actual Knowledge of the ACP Shareholders) in effect with respect to each of the Property Properties, (respectively, the "Leases"), and there have been no material changes to the Leases. Except as set forth on the Schedule of Leases, there are no other leases, subleases, tenancies or other rights of occupancy (claiming directly by, through, under or with the Actual Knowledge of the ACP Shareholders) in effect with respect to the Property Properties other than the Leases. True, correct and complete copies of the Leases, together with all amendments and supplements thereto and all other documents and correspondence relating thereto, have been delivered or made available to BNP and Highwoods or its agents. Schedule 5.6A 6.7A includes the rent roll information and is, as of the date shown thereon, true and correct in all material respects to the Actual Knowledge of each Contributing Partyrespects. To the Actual Knowledge of each of the Contributing Parties, the The Schedule of Leases sets forth, as of such date, (i) a list of all tenants under the LeasesLeases and the space occupied by each such tenant, (ii) all arrearages owing from such tenants under such Leases (listed on delinquency and default reports attached to the Schedule of Leases and made a part thereof), (iii) the expiration date of the term of such Leases, (iv) the base rent and the rent the tenant under such Lease is currently obligated to pay, (v) the amount of any concession given in connection with any such Lease at any time, (vi) the current outstanding balances of any security deposits held pursuant to any Leases, (viivi) any prepayments of rent by any tenant under any Lease of more than one (1) month in advance (excluding security deposits which are delineated on the list attached to the Schedule of Leases and made a part thereof) and (viiivii) each Contributing Party represents that to his whether or her Actual Knowledge, not there are no rental concessions or abatements under a Lease applicable to any period subsequent to the Closing. Except as set forth on the Schedule of Leases, to the Actual Knowledge of the Contributing Parties, all such Leases are valid and enforceable and presently in full force and effect, and none of the Leases have been assignedassigned and all brokerage commissions payable under any of the Leases have been paid or will be paid by the ACP Partnerships prior to the Closing Date, except as provided in Schedule 6.7B which shall be completed and attached hereto prior to the Closing Date. All tenant upfit obligations provided for in any of the Leases not set forth on Schedule 6.7C which shall be completed and attached hereto prior to the Closing Date will be completed or paid for in full prior to the Closing or will be paid from escrow funds established for such purposes. Except as set forth on Schedule 5.6B 6.7D which shall be completed and attached heretohereto prior to the Closing Date or the tenant estoppel certificates, none of the Contributing Parties, ACP Partnerships or to the Actual Knowledge of each Contributing Party, any lessee under any Lease, is in default under such Lease, and to the Actual Knowledge of each Contributing Partythe ACP Shareholders, there is no event which, but for the passage of time or the giving of notice, or both, would constitute a default under such Leases, except such defaults that would not have a material adverse effect on the condition, financial or otherwise or on the earnings, business affairs or business prospects of any of the Contributing Parties ACP Partnerships or the PropertyProperties. Except as disclosed set forth on the Schedule 5.6B attached heretoof Leases, to the Actual Knowledge of each no tenant under any of the Contributing Parties, Leases has an option or right of first refusal to purchase the premises demised under such Leases. The consummation of the transactions contemplated by this Master Agreement will not give rise to any breach, 220 default or event of default under any of the Leases. Each of the Leases is assignable by the Company applicable ACP Partnership and, except as disclosed on Schedule 6.7E which shall be completed and attached hereto prior to the Closing Date, none of the Leases requires the consent or approval of any party in connection with the transactions contemplated by this Master Agreement. Notwithstanding anything to the contrary contained herein, the parties acknowledge that the Property is currently being managed by BNP. The Contributing Parties shall not be liable for a breach of this Section 5.6 based on a failure to disclose if the fact or facts that were not disclosed is or are within the Actual Knowledge of BNP, obtained in connection with its duties as property manager of the Property.

Rent Roll and Leases. To the Actual Knowledge of each Contributing Party, the schedule of leases attached hereto as Schedule 5.6A (the "Schedule of Leases") is a true, correct and complete schedule of all leases, subleases and rights of occupancy in effect with respect to the Property (the "Leases"), and there have been no material changes to the Leases. Except as set forth on the Schedule of Leases, there are no other leases, subleases, tenancies or other rights of occupancy in effect with respect to the Property other than the Leases. True, correct and complete copies of the Leases, together with all amendments and supplements thereto and all other documents and correspondence relating thereto, have been delivered or made available to BNP and its agents. Schedule 5.6A includes the rent roll information and is, as of the date shown thereon, true and correct in all material respects to the Actual Knowledge of each Contributing Party. To 181 the Actual Knowledge of each of the Contributing Parties, the Schedule of Leases sets forth, as of such date, (i) a list of all tenants under the Leases, (ii) all arrearages owing from such tenants under such Leases (listed on delinquency and default reports attached to and made a part thereof), (iii) the expiration date of the term of such Leases, (iv) the rent the tenant under such Lease is currently obligated to pay, (v) the amount of any concession given in connection with any such Lease at any time, (vi) the current outstanding balances of any security deposits held pursuant to any Leases, (vii) any prepayments of rent by any tenant under any Lease of more than one (1) month in advance (excluding security deposits which are delineated on the list attached to the Schedule of Leases and made a part thereof) and (viii) each Contributing Party represents that to his or her Actual Knowledge, there are no rental concessions or abatements under a Lease applicable to any period subsequent to the Closing. Except as set forth on the Schedule of Leases, to the Actual Knowledge of the Contributing Parties, all such Leases are valid and enforceable and presently in full force and effect, and none of the Leases have been assigned. Except as set forth on Schedule 5.6B attached hereto, none of the Contributing Parties, or to the Actual Knowledge of each Contributing Party, any lessee under any Lease, is in default under such Lease, and to the Actual Knowledge of each Contributing Party, there is no event which, but for the passage of time or the giving of notice, or both, would constitute a default under such Leases, except such defaults that would not have a material adverse effect on the condition, financial or otherwise or on the earnings, business affairs or business prospects of any of the Contributing Parties or the Property. Except as disclosed on Schedule 5.6B attached hereto, to the Actual Knowledge of each of the Contributing Parties, the consummation of the transactions contemplated by this Agreement will not give rise to any breach, 220 default or event of default under any of the Leases. Each of the Leases is assignable by the Company and none of the Leases requires the consent or approval of any party in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties acknowledge that the Property is currently being managed by BNP. The Contributing Parties shall not be liable for a breach of this Section 5.6 based on a failure to disclose if the fact or facts that were not disclosed is or are within the Actual Knowledge of BNP, obtained in connection with its duties as property manager of the Property.

Rent Roll and Leases. To the Actual Knowledge of each Contributing Party, the The schedule of leases attached hereto as Schedule 5.6A SCHEDULE 6.2A (the "Schedule of Leases") is a true, correct and complete schedule of all leases, subleases and rights of occupancy in effect with respect to each of the Property Properties, respectively (the "Leases"), and there have been no material changes to the Leases. Except as set forth on the Schedule of Leases, there are no other leases, subleases, tenancies or other rights of occupancy in effect with respect to the Property Properties other than the Leases. True, correct and complete copies of the Leases, together with all amendments and supplements thereto and all other documents and correspondence relating thereto, have been delivered or made available to BNP Carolina and its agents. Schedule 5.6A SCHEDULE 6.2A includes the rent roll information and is, as of the date shown thereon, true and correct in all material respects to the Actual Knowledge of each Contributing Partyrespects. To the Actual Knowledge best knowledge of each of the Contributing PartiesContributors, the Schedule of Leases sets forth, as of such date, (i) a list of all tenants under the Leases, (ii) all arrearages owing from such tenants under such Leases (listed on delinquency and default reports attached to and made a part thereof), (iii) the expiration date of the term of such Leases, (iv) the rent the tenant under such Lease is currently obligated to pay, (v) the amount of any concession given in connection with any such Lease at any time, (vi) the current outstanding balances of any security deposits held pursuant to any Leases, (viivi) any prepayments of rent by any tenant under any Lease of more than one (1) month in advance (excluding security deposits which are delineated on the list attached to the Schedule of Leases and made a part thereof) and (viii) each Contributing Party Contributor represents that to his or her Actual Knowledgebest knowledge, there are no rental concessions or abatements under a Lease applicable to any period subsequent to the Closing. Except as set forth on the Schedule of Leases, to the Actual Knowledge best knowledge of the Contributing PartiesContributors, all such Leases are valid and enforceable and presently in full force and effect, and none of the Leases have been assigned. Except as set forth on Schedule 5.6B SCHEDULE 6.2B attached hereto, none of the Contributing Constituent Parties, or to the Actual Knowledge best knowledge of each Contributing PartyContributor, any lessee under any Lease, is in default under such Lease, and to the Actual Knowledge best knowledge of each Contributing PartyContributor, there is no event which, but for the passage of time or the giving of notice, or both, would constitute a default under such Leases, except such defaults that would not have a material adverse effect on the condition, financial or otherwise or on the earnings, business affairs or business prospects of any of the Contributing Constituent Parties or the PropertyProperties. Except as disclosed on Schedule 5.6B SCHEDULE 6.2B attached hereto, to the Actual Knowledge best knowledge of each of the Contributing PartiesContributors, the consummation of the transactions contemplated by this Master Agreement will not give rise to any breach, 220 default or event of default under any of the Leases. Each of the Leases is assignable by the Company and applicable Constituent Party and, except as disclosed on SCHEDULE 6.2C attached hereto, none of the Leases requires the consent or approval of any party in connection with the transactions contemplated by this Master Agreement. Notwithstanding anything to the contrary contained herein, the parties acknowledge that the Property is currently being managed by BNP. The Contributing Parties shall not be liable for a breach of this Section 5.6 based on a failure to disclose if the fact or facts that were not disclosed is or are within the Actual Knowledge of BNP, obtained in connection with its duties as property manager of the Property.

Rent Roll and Leases. To the Actual Knowledge of each Contributing Party, the schedule of leases attached hereto as Schedule 5.6A (the "Schedule of Leases") is a true, correct and complete schedule of all leases, subleases and rights of occupancy in effect with respect to the Property (the "Leases"), and there have been no material changes to the Leases. Except as set forth on the Schedule of Leases, there are no other leases, subleases, tenancies or other rights of 140 occupancy in effect with respect to the Property other than the Leases. True, correct and complete copies of the Leases, together with all amendments and supplements thereto and all other documents and correspondence relating thereto, have been delivered or made available to BNP and its agents. Schedule 5.6A includes the rent roll information and is, as of the date shown thereon, true and correct in all material respects to the Actual Knowledge of each Contributing Party. To the Actual Knowledge of each of the Contributing Parties, the Schedule of Leases sets forth, as of such date, (i) a list of all tenants under the Leases, (ii) all arrearages owing from such tenants under such Leases (listed on delinquency and default reports attached to and made a part thereof), (iii) the expiration date of the term of such Leases, (iv) the rent the tenant under such Lease is currently obligated to pay, (v) the amount of any concession given in connection with any such Lease at any time, (vi) the current outstanding balances of any security deposits held pursuant to any Leases, (vii) any prepayments of rent by any tenant under any Lease of more than one (1) month in advance (excluding security deposits which are delineated on the list attached to the Schedule of Leases and made a part thereof) and (viii) each Contributing Party represents that to his or her Actual Knowledge, there are no rental concessions or abatements under a Lease applicable to any period subsequent to the Closing. Except as set forth on the Schedule of Leases, to the Actual Knowledge of the Contributing Parties, all such Leases are valid and enforceable and presently in full force and effect, and none of the Leases have been assigned. Except as set forth on Schedule 5.6B attached hereto, none of the Contributing Parties, or to the Actual Knowledge of each Contributing Party, any lessee under any Lease, is in default under such Lease, and to the Actual Knowledge of each Contributing Party, there is no event which, but for the passage of time or the giving of notice, or both, would constitute a default under such Leases, except such defaults that would not have a material adverse effect on the condition, financial or otherwise or on the earnings, business affairs or business prospects of any of the Contributing Parties or the Property. Except as disclosed on Schedule 5.6B attached hereto, to the Actual Knowledge of each of the Contributing Parties, the consummation of the transactions contemplated by this Agreement will not give rise to any breach, 220 default or event of default under any of the Leases. Each of the Leases is assignable by the Company and none of the Leases requires the consent or approval of any party in connection with the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained herein, the parties acknowledge that the Property is currently being managed by BNP. The Contributing Parties shall not be liable for a breach of this Section 5.6 based on a failure to disclose if the fact or facts that were not disclosed is or are within the Actual Knowledge of BNP, obtained in connection with its duties as property manager of the Property.

Rent Roll and Leases. To the Actual Knowledge of each Contributing Party, the schedule of leases attached hereto as Schedule 5.6A (the "Schedule of Leases") is a true, correct and complete schedule of all leases, subleases and rights of occupancy in effect with respect to the Property (the "Leases"), and there have been no material changes to the Leases. Except as set forth on the Schedule of Leases, there There are no other leases, subleases, tenancies leases or other rights occupancy agreements of occupancy in effect with respect to which Seller is party affecting the Property other than as identified on the rent roll attached hereto as Exhibit D and incorporated herein (the “Rent Roll”), and the Leases, if any, entered into by Seller after the Contract Date in accordance with this Agreement. TrueSeller shall provide an updated version of the Rent Roll to Buyer as an exhibit to the Assignment. The Rent Roll (a) includes a complete list of all Leases and any amendments or modification thereto, correct (b) is true, complete and accurate in all material respects, and (c) is the same Rent Roll relied on by Seller in its ordinary course of business of owning and operating the Property. With respect to the Leases: (i) true and complete copies of the Leases, together with all Leases and all amendments and supplements relating thereto and all other documents and correspondence relating thereto, have been or shall be delivered to Buyer or made available to BNP and its agents. Schedule 5.6A includes the rent roll information and is, as of the date shown thereon, true and correct in all material respects to the Actual Knowledge of each Contributing Party. To the Actual Knowledge of each of the Contributing Parties, the Schedule of Leases sets forth, as of such date, (i) a list of all tenants under the Leases, for Buyer’s review; (ii) all arrearages owing from such tenants under such of the Leases (listed on delinquency are in full force and default reports attached to and made a part thereof), effect; (iii) except as set forth in the expiration date Rent Roll or the Lease itself, the rents are being paid by the Tenants thereof pursuant to the terms of the term respective Leases; there are no arrearages in excess of such Leases, (iv) the one month; no tenant has paid rent the tenant under such Lease is currently obligated to pay, (v) the amount of any concession given in connection with any such Lease at any time, (vi) the current outstanding balances of any security deposits held pursuant to any Leases, (vii) any prepayments of rent by any tenant under any Lease of for more than one (1) month in advance (excluding security deposits which are delineated on the list attached advance; no tenant is entitled to the Schedule of Leases and made a part thereof) and (viii) each Contributing Party represents that to his or her Actual Knowledge, there are no rental concessions or abatements under a Lease applicable to for any period subsequent to the Closing. Except as set forth on the Schedule of Leases, to the Actual Knowledge of the Contributing Parties, all such Leases are valid and enforceable and presently in full force and effectscheduled Closing Date; (iv) Seller has not received written notice of, and none of the Leases have been assigned. Except as set forth on Schedule 5.6B attached hereto, none of the Contributing Parties, or to the Actual Knowledge of each Contributing PartySeller has no knowledge of, any lessee under insolvency or bankruptcy proceeding involving any Lease, is in default under such Lease, and to the Actual Knowledge of each Contributing Party, there is no event which, but for the passage of time or the giving of notice, or both, would constitute a default under such Leases, except such defaults that would not have a material adverse effect on the condition, financial or otherwise or on the earnings, business affairs or business prospects of any of the Contributing Parties or the Property. Except as disclosed on Schedule 5.6B attached hereto, to the Actual Knowledge of each of the Contributing Parties, the consummation of the transactions contemplated by this Agreement will not give rise to any breach, 220 default or event of default Tenant under any of the Leases. Each of ; (v) Seller has not received written notice from any Tenant under any Lease that Seller is in default under the Leases is assignable Lease with such Tenant, which default has not thereafter been cured by Seller or waived by such Tenant; and Seller has not received any written notice from any Tenant regarding any claims asserted against Seller by such Tenant for offsets or abatements against rent or any other monetary amount; and (vi) except as set forth in the Company and none of Rent Roll or the Leases requires the consent or approval of Lease itself, no Tenant under any party Lease nor any broker in connection with any such Lease is entitled to any unpaid tenant improvement allowance or leasing commissions. Seller shall promptly provide Buyer a copy of any written notice of default received from any Tenant under the transactions contemplated Leases between the date hereof and the Closing Date (“Landlord Default Notice”). If the underlying matter set forth in any Landlord Default Notice by any Tenant was set forth in the Tenant Estoppel Certificate of such Tenant and Buyer did not timely object to such Tenant Estoppel Certificate, such Landlord Default Notice shall have no affect on this Agreement, and the partis shall proceed to Closing subject to other terms and conditions of this Agreement. Notwithstanding anything If the underlying matter set forth in any Landlord Default Notice by any Tenant was not theretofore set forth in the Tenant Estoppel Certificate of such Tenant, Landlord shall have the right to cure such alleged default, in which event Seller shall have the contrary contained hereinright to adjourn the Closing for a period not to exceed thirty (30) days, in order for Seller to cure such default; provided, however, that Seller shall notify Buyer, in writing, of Seller’s election to cure such default, in Seller’s notice to Buyer of the parties acknowledge Landlord Default Notice. In the event Seller does not affirmatively state in its notice to Buyer, that Sxxxxx has elected to cure the Property alleged Tenant default set forth in the Landlord Default Notice, it shall be deemed that Seller has elected not to cure the alleged default. In the event Seller elects or it is currently being managed by BNP. The Contributing Parties deemed that Seller has elected not to cure the alleged default in the Landlord Default Notice, Seller shall not be liable for in default under this Agreement; however, in such event, Buyer may treat such election (or deemed election) as a breach failure of a condition to close under Section 9 of this Section 5.6 based on Agreement and Buyer shall have the right to terminate the Agreement and receive a failure to disclose if the fact or facts that were not disclosed is or are within the Actual Knowledge of BNP, obtained in connection with its duties as property manager refund of the PropertyExxxxxx Money, subject to the other terms and conditions of this Agreement.