Common use of Representations and Warranties on Leases Clause in Contracts

Representations and Warranties on Leases. Borrower represents and warrants to Lender with respect to leases of each Project that: (a) the rent roll delivered to Lender is true and correct, and the leases are valid and in and full force and effect; (b) the leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (c) the copies of the leases (if any) delivered to Lender are true and complete; (d) the landlord is not in default under any of the leases, and not more than (i) five percent (5%) of the tenants at any one Project, and (ii) three percent (3%) of all tenants at all Projects are more than 30 days delinquent in payment of rent or are otherwise in default in a manner entitling the landlord to terminate their leases; (e) Borrower has not assigned or pledged any of the leases, the rents or any interests therein except to Lender; (f) no tenant or other party has an option to purchase all or any portion of any Project; (g) no tenant has the right to terminate its lease prior to expiration of the stated term of such lease; (h) not more than five percent (5%) of the tenants at any Project have prepaid more than one month’s rent in advance (except for bona fide security deposits not in excess of an amount equal to two months’ rent), and no tenants have prepaid more than twelve (12) months’ rent in advance; and (i) all existing leases are subordinate to the Mortgages either pursuant to their terms or a recorded subordination agreement.

Representations and Warranties on Leases. Borrower represents and warrants to Lender with respect to leases of each Project that: (a1) the rent roll delivered to Lender is true and correct, and the leases are valid and in and full force and effect; (b2) the leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (c3) the copies of the leases (if any) delivered to Lender are true and complete; (d4) neither the landlord is not in default under any of the leases, and not nor more than (i) five percent (5 %) of the self-storage tenants at any one Project and (ii) five percent (5%) of all self-storage tenants at all Projects are in default under any of the leases; (5) no retail or office tenant is in default under any of the leases which would represent more than five percent (5%) of the tenants at Operating Revenues of any one Project, and Project or the Projects in aggregate; (ii6) three Borrower has no knowledge of any notice of termination or default with respect to any retail or office lease which would represent more than five percent (35%) of all tenants at all the Operating Revenues of any one Project or the Projects are more than 30 days delinquent in payment of rent or are otherwise in default in a manner entitling aggregate (except that Xxxxxx-Xxxxxx has given notice that it is terminating the landlord to terminate their leasesXxxxxx-Xxxxxx Lease); (e7) Borrower has not assigned or pledged any of the leases, the rents or any interests therein except to Lender; (f) 8) no tenant or other party has an option to purchase all or any portion of any Project; (g9) no retail or office tenant has the right to terminate its lease prior to expiration of the stated term of such lease; (h10) not more than five percent (5%) of the self-storage tenants at any Project have has prepaid more than one month’s rent in advance (except for bona fide security deposits not in excess of an amount equal to two months’ month’s rent), and no self-storage tenants have prepaid more than twelve (12) months’ month’s rent in advance; (11) no retail or office tenant has prepaid more than one month’s rent in advance (except for bona fide security deposits not in excess of an amount equal to two month’s rent); and (i12) all existing retail and office leases are subordinate to the applicable Mortgages either pursuant to their terms or a recorded subordination agreement, or are month-to-month leases.

Representations and Warranties on Leases. Borrower represents and warrants to Lender with respect to leases the Leases of each Project Individual Property under which Borrower is the landlord that: (a) the rent roll delivered to Lender is true and correct, and the leases Leases are valid and in and full force and effect; (b) the leases Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (c) the copies of the leases (if any) Leases delivered to Lender are true and complete; (d) neither the landlord nor any tenant is not in default under any of the leases, and not more than (i) five percent (5%) of the tenants at any one Project, and (ii) three percent (3%) of all tenants at all Projects are more than 30 days delinquent in payment of rent or are otherwise in default in a manner entitling the landlord to terminate their leasesLeases; (e) with the exception of those Operating Leases which shall be replaced with TRS Leases, Borrower has no knowledge of any notice of termination or default with respect to any Lease; (f) landlord has not assigned or pledged any of the leasesLeases, the rents or any interests therein except to Lender; (fg) no tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of any Projectthe Individual Property; (gh) with the exception of those Operating Leases which shall be replaced with TRS Leases, no tenant has the right to terminate its lease Lease prior to expiration of the stated term of such leaseLease; (hi) not more than five percent (5%) of the tenants at any Project have no tenant has prepaid more than one month’s 's rent in advance (except for bona fide security deposits not in excess of an amount equal to two months’ month's rent), and ; (j) no tenants have prepaid more than twelve tenant under any Lease has any right or option for additional space; (12) months’ rent in advance; and (ik) all existing leases Leases are subordinate to the Mortgages Mortgage either pursuant to their terms or a recorded subordination agreement; and (1) no termination fees are required in connection with the scheduled termination as of December 31, 2000 of those Operating Leases which are to be replaced with TRS Leases.

Representations and Warranties on Leases. Borrower represents Borrowers represent and warrants warrant to Lender Administrative Agent and Lenders with respect to leases of each Project the Leases that: , (ai) the rent roll delivered to Lender Administrative Agent with respect to such Leases is true and correct, and the leases ; (ii) such Leases are valid and in and full force and effect; (biii) the leases Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (civ) the copies of the leases (if any) Leases delivered to Lender Administrative Agent are true and complete; (dv) except as set forth on Schedule 4.1, neither the landlord nor, to Borrowers’ Knowledge, any tenant is not in default under any of the leases, and not more than (i) five percent (5%) of the tenants at any one Project, and (ii) three percent (3%) of all tenants at all Projects are more than 30 days delinquent in payment of rent or are otherwise in default in a manner entitling the landlord to terminate their leasesLeases; (evi) Borrower has except as disclosed in estoppel certificates delivered by or on behalf of any Tenants prior to the CONA – Healthcare Trust, Inc. 92119388.8 Closing Date or as otherwise set forth on Schedule 4.1, Borrowers have no knowledge of any notice of termination or default with respect to any Lease; (vii) Borrowers have not assigned or pledged any of the leasesLeases, the rents or any interests therein except to LenderAdministrative Agent and the Lenders; (fviii) except as set forth on Schedule 4.1, no tenant Tenant or other party has an option to purchase all or any portion of any Project; (gix) except as set forth on Schedule 4.1 attached hereto, no tenant Tenant has the right to terminate its lease Lease prior to expiration of the stated term of such leaseLease; and (hx) not more than five percent (5%) except as set forth on Schedule 4.1 attached hereto or any estoppel certificate delivered by or on behalf of the tenants at any Project have Tenant, no Tenant has prepaid more than one month’s rent in advance (except for bona fide security deposits not in excess of an amount equal to two months’ rent), and no tenants have prepaid more than twelve (12) months’ rent in advance; and (i) all existing leases are subordinate to the Mortgages either pursuant to their terms or a recorded subordination agreement.

Representations and Warranties on Leases. Each Borrower represents and warrants to Lender the Administrative Agent and the Lenders with respect to leases of each Project all Leases that: : (a1) to Borrower's knowledge, the rent roll rolls delivered to Lender is the Administrative Agent are true and correct, and the leases Leases are valid and in and full force and effect; ; (b2) the leases Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; ; (c3) the copies of the leases (if any) Leases delivered to Lender the Administrative Agent are true and complete; ; (d4) except as shown on the rent roll delivered to the Administrative Agent by the Borrowers or on SCHEDULE 5.01 annexed hereto, to Borrower's knowledge, neither the landlord nor any tenant is not in default under any of the leases, Leases beyond the expiration of any applicable notice and not more than (i) five percent cure period in the performance of any of its material obligations; (5%) Borrower has not received or given any notice of the tenants at termination or default with respect to any one Project, and Lease that remains outstanding; (ii) three percent (3%) of all tenants at all Projects are more than 30 days delinquent in payment of rent or are otherwise in default in a manner entitling the landlord to terminate their leases; (e6) Borrower has not assigned or pledged any of the leasesLeases, the rents or any interests therein for any Project (which assignment or pledge remains in effect as of the date of this Agreement) except to Lender; the Administrative Agent (fon behalf of the Lenders); (7) except as set forth in the rent rolls or as set forth on the attached SCHEDULE 5.01, delivered to the Administrative Agent, no tenant or other party has an option to purchase right of first refusal or offer with respect to all or any portion of any Project; ; (g) 8) except as set forth in the rent rolls or as set forth on the attached SCHEDULE 5.01, no tenant has the right to terminate its lease Lease prior to expiration of the stated term of such leaseLease; and (h9) not more than five percent (5%) of except as set forth in the tenants at any Project have rent rolls or as set forth on the attached SCHEDULE 5.01, no tenant has prepaid more than one month’s 's rent in advance (except for bona fide security deposits not in excess of an amount equal to two months’ month's rent), and no tenants have prepaid more than twelve (12) months’ rent in advance; and (i) all existing leases are subordinate to the Mortgages either pursuant to their terms or a recorded subordination agreement.

Representations and Warranties on Leases. Borrower represents and warrants to Lender the Administrative Agent and the Lenders to Borrower’s best knowledge and belief with respect to leases of each the Project that: (a1) the rent roll delivered to Lender set forth on Schedule 7.22(b) is true and correctcorrect in all material respects, and the leases described thereon are valid and in and full force and effect, except as set forth on Schedule 7.22(b); (b2) the leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (c3) if and when requested by the Administrative Agent, the copies of the leases (if any) delivered to Lender are the Administrative Agent shall be true and complete; (d4) to Borrower’s knowledge, neither the landlord nor any tenant is not in default under any of the leases, and not more than (i) five percent except as set forth on Schedule 7.22(b); (5%) of the tenants at any one Project, and (ii) three percent (3%) of all tenants at all Projects are more than 30 days delinquent in payment of rent or are otherwise in default in a manner entitling the landlord to terminate their leases; (e) Borrower has not assigned or pledged any of the leases, the rents or any interests therein except to Lenderthe Administrative Agent (on behalf of the Lenders); (f6) except for Xxxxxx Xxxxxxxxxx and Honey Xxxxxxx, no tenant or other party has an option to purchase all or any portion of any the Project, other than rights to purchase upon Building Conversion granted under the Condominium Act; (g7) except for tenants who are members of the armed services who may terminate their lease in connection with a deployment, no tenant has the right to terminate its lease prior to expiration of the stated term of such leaselease or as provided under the Condominium Act; (h) not more than five percent (5%) of the tenants at any Project have 8) no tenant has prepaid more than one (1) month’s rent in advance (except for bona fide security deposits not in excess of an amount equal to two months’ (2) months rent), and no tenants have prepaid more than twelve (12) months’ rent in advance; and (i9) all existing leases are subordinate no tenant has a right to extend its lease, other than rights to extend pursuant the Mortgages either pursuant to their terms or a recorded subordination agreementCondominium Act.

Representations and Warranties on Leases. From and after the date that an Individual Property is encumbered by a Mortgage, each Borrower represents and warrants to Lender Administrative Agent and the Lenders with respect to leases Leases of each Project that: the applicable Individual Property as follows: (a1) No Individual Property is subject to any Leases other than the Leases described in the true and correct copy of the rent roll delivered to Lender is true attached hereto as Schedule 6.1 (the “Rent Roll”) and correctmade a part hereof (other than tenants’ subleases, if any, and Seasonal Leases). (2) No Person has any possessory interest in any Individual Property or right to occupy the leases same, except under and pursuant to the provisions of the Leases, the Permitted Encumbrances or the provisions of the Reciprocal Easement Agreement. (3) The Leases described on the Rent Roll are valid and in and full force and effect; (b) effect and, except as disclosed in such Rent Roll or in an estoppel delivered to Administrative Agent in connection with the leases (including amendments) closing of the Loans, to such Borrower’s knowledge, there are in writing, no material defaults thereunder by either party to such Lease and there are no oral agreements conditions that, with respect thereto; the passage of time or the giving of notice, or both, would constitute material defaults thereunder. (c4) Except as disclosed in the copies Rent Roll or in any estoppel delivered to Administrative Agent in connection with the closing of the leases Loans, to such Borrower’s knowledge,(i) no Rent (if anyother than security deposits) delivered to Lender are true and complete; (d) the landlord is not in default under any of the leases, and not has been paid more than one (i1) five percent month in advance of its due date, (5%ii) of all work to be performed to date by the tenants at any one Projectapplicable Borrower under each Lease has been performed in all material respects as required, and (iiiii) three percent (3%) of all tenants at all Projects are more than 30 days delinquent in payment except as set forth on Schedule 6.1(4), any payments, free rent, partial rent, rebate of rent or are otherwise other payments, credits, allowances or abatements required to be given by the applicable Borrower to any tenant already have been received by such tenant. (5) There has been no prior sale, transfer or assignment, hypothecation or pledge of any Borrower’s interest in default in a manner entitling the landlord to terminate their leases; (e) Borrower has not assigned any Lease or pledged any of the leasesRents received therein which is presently outstanding. (6) Except as expressly described in the Title Insurance Policy or in Schedule 6.1 attached hereto or in an estoppel delivered to Administrative Agent in connection with the closing of the Loans, the rents or any interests therein except to Lender; (f) no tenant under any Lease has a right or other party has an option pursuant to such Lease or otherwise to purchase all or any portion part of the leased premises or the building of which the leased premises are a part. (7) Except as described in the Environmental Report, no Borrower has any knowledge of any Project; tenant’s intention to use its leased premises for any activity which, directly or indirectly, involves the unauthorized use, generation, treatment, storage, disposal or transportation of any Hazardous Substances in any manner that will or likely result in a violation of applicable Environmental Laws. (g) 8) On the Closing Date, there are no tenant has the right to terminate its lease prior to expiration of the stated term of such lease; (h) not more than five percent (5%) of the tenants at any Project have prepaid more than one month’s rent in advance (material Unfunded Tenant Allowances, except for bona fide security deposits not in excess of an amount equal to two months’ rent), and no tenants have prepaid more than twelve (12) months’ rent in advance; and (i) all existing leases are subordinate to the Mortgages either pursuant to their terms or a recorded subordination agreementas set forth on Schedule 6.5.

Representations and Warranties on Leases. Borrower represents Borrowers represent and warrants warrant to Lender Administrative Agent and the Lenders with respect to leases of each Project the Projects that: (a1) to Borrowers’ knowledge, the rent roll rolls delivered to Lender is Administrative Agent are true and correct, and the leases Leases are valid and in and full force and effect; (b2) the leases Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (c3) the copies of the leases (Leases delivered to Administrative Agent, if any) delivered to Lender , are true and complete; (d4) neither the landlord nor, except as set forth on such rent rolls, any tenant is not in default under any of the leases, and not more than (i) five percent Leases; (5%) except as set forth on such rent rolls, no Borrower has knowledge of the tenants at any one Project, and (ii) three percent (3%) notice of all tenants at all Projects are more than 30 days delinquent in payment of rent termination or are otherwise in default in a manner entitling the landlord with respect to terminate their leasesany Lease; (e6) no Borrower has not assigned or pledged any of the leasesLeases, the rents Rents or any interests therein except to LenderAdministrative Agent (on behalf of the Lenders); (f7) no tenant or other party has an option to purchase all or any portion of any Project; (g) 8) no tenant has the right to terminate its lease Lease prior to expiration of the stated term of such leaseLease; (h9) not more than five percent (5%) of the tenants at any Project have no tenant has prepaid more than one month’s rent Rent in advance (except for bona fide security deposits not in excess of an amount equal to two months’ rentmonth’s Rent), and no tenants have prepaid more than twelve ; (12) months’ rent in advance; and (i10) all existing leases Leases are subordinate to the Mortgages Mortgages, either pursuant to their the terms of such Leases or a recorded subordination agreement; and (11) all leases are residential Leases and require the occupancy thereunder by Tenant or its permitted subtenant, if any.

Representations and Warranties on Leases. Borrower represents and warrants to Lender with respect to leases of each Project that: (a) the rent roll delivered to Lender is true and correct, and the leases are valid and in and full force and effect; (b) the leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (c) the copies of the leases (if any) delivered to Lender are true and complete; (d) the landlord is not in default under any of the leases, and not more than (i) five percent (5%) of the tenants at any one Project, and (ii) three percent (3%) of all tenants at all Projects are more than 30 thirty (30) days delinquent in payment of rent or are otherwise in default in a manner entitling the landlord to terminate their leases; (e) Borrower has not assigned or pledged any of the leases, the rents or any interests therein except to Lender; (f) no tenant or other party has an option to purchase all or any portion of any Project; (g) no tenant has the right to terminate its lease prior to expiration of the stated term of such lease; (h) not more than five percent (5%) of the tenants at any Project have prepaid more than one month’s rent in advance (except for bona fide security deposits not in excess of an amount equal to two months’ rent), and no tenants have prepaid more than twelve (12) months’ rent in advance; and (i) all existing leases are subordinate to the Mortgages either pursuant to their terms or a recorded subordination agreement.

Representations and Warranties on Leases. Borrower represents and warrants to Lender with respect to leases of each Project all Leases that: (a1) the rent roll delivered to Lender for each Property is true and correctcorrect as of the date of such rent roll (provided that as to any rent roll delivered for a Property owned by Borrower or an Affiliate of Borrower for less than two (2) months prior to the Closing Date, the foregoing representation and warranty is made to Borrower's knowledge), and the leases Leases are valid and in and full force and effect; (b2) the leases (including amendments) Leases are in writing, and there are no oral agreements with respect thereto; (c3) the copies of the leases (if any) Leases delivered to Lender are true and complete; (d4) to Borrower's knowledge, except as set forth in Schedule 5.1(A), neither the landlord nor any Tenant is not in material default under any of the leases, and not more than (i) five percent Leases; (5%) except as set forth in Schedule 5.1(B), Borrower has no knowledge, after due inquiry, of the tenants at any one Project, and (ii) three percent (3%) notice of all tenants at all Projects are more than 30 days delinquent in payment of rent termination or are otherwise in default in a manner entitling the landlord with respect to terminate their leasesany Lease; (e6) with respect to Leases of space at the Borrower Properties, neither Borrower nor the Gateway Tower Owner has not assigned or pledged any of the leasesLeases, the rents or any interests therein except to Lender; (f7) with respect to Leases of space at the Nomura Properties, the Nomura Borrower has not assigned or pledged any of the Leases, the rents or any interests therein except to the Nomura Lender; (8) except as set forth in Schedule 5.1(C), no tenant Tenant or other party has an option to purchase all or any portion of any ProjectProperty; (g9) except as set forth in Schedule 5.1(D), no tenant Tenant has the right to terminate its lease Lease prior to expiration of the stated term of such lease; (h10) not more than five percent (5%) except as set forth in Schedule 5.1(E), there are no leasing commissions that are owing in connection with any Leases or tenancies in effect as of the tenants at any Project have Closing Date; and (11) except as set forth in Schedule 5.1(F), no tenant has prepaid more than one month’s 's rent in advance (except for bona fide security deposits not in excess of an amount equal to two months’ three month's rent), and no tenants have prepaid more than twelve (12) months’ rent in advance; and (i) all existing leases are subordinate to the Mortgages either pursuant to their terms or a recorded subordination agreement.

Representations and Warranties on Leases. Borrower represents and warrants to Lender with respect to leases of each Project the Leases under which Borrower is the Landlord, if any, that: (a) the rent roll delivered to Lender is true true, complete and correct, and the leases Leases are valid and in and full force and effect; (b) the leases Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (c) the copies of the leases (if any) Leases delivered to Lender are true and complete; (d) neither the landlord nor any tenant is not in material default under any of the leases, and not more than (i) five percent (5%) of the tenants at any one Project, and (ii) three percent (3%) of all tenants at all Projects are more than 30 days delinquent in payment of rent or are otherwise in default in a manner entitling the landlord to terminate their leasesLeases; (e) Borrower has no knowledge of any notice of termination or default with respect to any Lease; (f) Borrower has not assigned or pledged any of the leasesLeases, the rents or any interests therein except to Lender; (fg) except as expressly disclosed on Schedule III attached hereto, no tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of any Projectthe Property; (gh) no tenant has the right to terminate its lease Lease prior to expiration of the stated term of such leaseLease; (hi) not more than five percent (5%) of the tenants at any Project have no tenant has prepaid more than one month’s 's rent in advance (except for bona fide security deposits not in excess of an amount equal to two months’ month's rent, or as otherwise expressly provided in such Lease), and ; (j) no tenants have prepaid more than twelve tenant under any Lease has any right or option for additional space; (12) months’ rent in advance; and (ik) all existing leases Leases are subordinate to the Mortgages Mortgage either pursuant to their terms or a recorded subordination agreement; and (l) there are no long term subleases in effect other than subleases of space for ancillary hotel uses such as gift shops.

Representations and Warranties on Leases. (a) Borrower represents and warrants to Lender Agent with respect to leases Leases of each the Project that, to its knowledge: (ai) the rent roll occupancy certificate separately delivered to Lender Agent at or prior to Closing, if any, is true and correctcorrect as of the date hereof, and the leases Leases are valid and in and full force and effect; (bii) the leases Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (ciii) the copies of the leases (if any) Leases delivered to Lender Agent are true and complete; (div) neither the landlord nor any tenant is not in default under any of the leases, and not more than (i) five percent (5%) of the tenants at any one Project, and (ii) three percent (3%) of all tenants at all Projects are more than 30 days delinquent in payment of rent or are otherwise in default in a manner entitling the landlord to terminate their leasesnon-residential Leases; (ev) Borrower has no knowledge of any notice of termination or default with respect to any non-residential Lease; (vi) Borrower has not assigned or pledged (and has not permitted Master Tenant or Guarantor to assign or pledge) any of the leasesLeases, the rents or any interests therein therein, except to LenderAgent; (fvii) no non-residential tenant or other party has an option to purchase all or any portion of any the Project; (gviii) no tenant has the right to terminate its lease Lease prior to expiration of the stated term of such lease; Lease (h) not more than five percent (5%) unless due to casualty or condemnation of the tenants at any Project have Project); and (ix) no tenant has prepaid more than one month’s 's rent in advance (except for bona fide security deposits not in excess of an amount equal to two months’ month's rent), and no tenants have prepaid more than twelve . (12b) months’ rent in advance; and (i) The Project shall at all existing leases are subordinate times be master leased to Master Tenant pursuant to the Mortgages either Master Lease. The Master Lease shall, at all times during the term of the Loan, be subordinated to the lien of the Mortgage pursuant to their the terms or a recorded subordination agreementof the Subordination Agreement.

Representations and Warranties on Leases. Borrower represents and warrants to Lender with respect to leases the Leases of each Project thatIndividual Property that as of the date hereof: (a) the rent roll delivered to Lender is true and correct, and the leases Leases are valid and in and full force and effect; (b) the leases Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (c) the copies of the leases (if any) Leases delivered to Lender are true and complete; (d) neither the landlord nor any tenant is not in default under any of the leases, and not more than (i) five percent (5%) of the tenants at any one Project, and (ii) three percent (3%) of all tenants at all Projects are more than 30 days delinquent in payment of rent or are otherwise in default in a manner entitling the landlord to terminate their leasesLeases; (e) Borrower has no knowledge of any notice of termination or default with respect to any Lease; (f) Borrower has not assigned or pledged any of the leasesLeases, the rents or any interests therein except to Lender; (fg) no tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of any Projectthe Individual Property; (gh) no tenant has the right to terminate its lease Lease prior to expiration of the stated term of such leaseLease except upon the happening of a casualty or condemnation and in such event only pursuant to and in accordance with the terms and provisions of its Lease; (hi) not more than five percent (5%) of the tenants at any Project have no tenant has prepaid more than one month’s 's rent in advance (except for bona fide security deposits not in excess of an amount equal to two months’ month's rent), and ; (j) no tenants have prepaid more than twelve tenant under any Lease has any right or option for additional space; (12) months’ rent in advance; and (ik) all existing leases Leases are subordinate to the Mortgages Mortgage either pursuant to their terms or a recorded subordination agreement; and (l) there are no long term subleases in effect other than subleases of space for ancillary hotel uses such as gift shops.

Representations and Warranties on Leases. Borrower represents and warrants to Lender with respect to leases of each Project the Leases under which Borrower is the Landlord, if any, that: (a) the rent roll delivered to Lender is true true, complete and correct, and the leases Leases are valid and in and full force and effect; (b) the leases Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (c) the copies of the leases (if any) Leases delivered to Lender are true and complete; (d) neither the landlord nor any tenant is not in material default under any of the leases, and not more than (i) five percent (5%) of the tenants at any one Project, and (ii) three percent (3%) of all tenants at all Projects are more than 30 days delinquent in payment of rent or are otherwise in default in a manner entitling the landlord to terminate their leasesLeases; (e) Borrower has no knowledge of any notice of termination or default with respect to any Lease; (f) Borrower has not assigned or pledged any of the leasesLeases, the rents or any interests therein except to Lender; (fg) except as expressly disclosed on Schedule IV attached hereto, no tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of any Projectthe Property; (gh) no tenant has the right to terminate its lease Lease prior to expiration of the stated term of such leaseLease; (hi) not more than five percent (5%) of the tenants at any Project have no tenant has prepaid more than one month’s 's rent in advance (except for bona fide security deposits not in excess of an amount equal to two months’ month's rent, or as otherwise expressly provided in such Lease), and ; (j) no tenants have prepaid more than twelve tenant under any Lease has any right or option for additional space; (12) months’ rent in advance; and (ik) all existing leases Leases are subordinate to the Mortgages Mortgage either pursuant to their terms or a recorded subordination agreement; and (l) there are no long term subleases in effect other than subleases of space for ancillary hotel uses such as gift shops.

Representations and Warranties on Leases. (a) Each Borrower represents and warrants to Lender Administrative Agent with respect to leases Leases of each Project any Facility that, to its knowledge: (ai) the rent roll occupancy certificate separately delivered to Lender Administrative Agent at or prior to the Restatement Date, if any, is true and correctcorrect as of the date hereof, and the leases Leases are valid and in and full force and effect; (bii) the leases Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (ciii) the copies of the leases (if any) Leases delivered to Lender Administrative Agent are true and complete; (div) neither the landlord nor any tenant is not in default under any of the leases, and not more than (i) five percent (5%) of the tenants at any one Project, and (ii) three percent (3%) of all tenants at all Projects are more than 30 days delinquent in payment of rent or are otherwise in default in a manner entitling the landlord to terminate their leasesnon-residential Leases; (ev) Borrower has no knowledge of any notice of termination or default with respect to any non-residential Lease; (vi) Borrower has not assigned or pledged (and has not permitted Master Tenant or Guarantor to assign or pledge) any of the leasesLeases, the rents or any interests therein therein, except to LenderAdministrative Agent; (fvii) no non-residential tenant or other party has an option to purchase all or any portion of any ProjectFacility; (gviii) no tenant has the right to terminate its lease Lease prior to expiration of the stated term of such leaseLease (unless due to casualty or condemnation of any Facility); and (hix) not more than five percent (5%) of the tenants at any Project have no tenant has prepaid more than one month’s 's rent in advance (except for bona fide security deposits not in excess of an amount equal to two months’ month's rent), and no tenants have prepaid more than twelve . (12b) months’ rent in advance; and (i) The Arbor Place Facility shall at all existing leases are subordinate times be master leased to Master Tenant pursuant to the Mortgages either Master Lease. The Master Lease shall, at all times during the term of the Loan, be subordinated to the lien of the Mortgage on the Arbor Place Facility pursuant to their the terms or a recorded subordination agreementof the ML Subordination Agreement.

Representations and Warranties on Leases. Borrower represents and warrants to Lender with respect to leases the Leases of each Project Individual Property under which Borrower is the landlord that: (a) the rent roll delivered to Lender is true and correct, and the leases Leases are valid and in and full force and effect; (b) the leases Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (c) the copies of the leases (if any) Leases delivered to Lender are true and complete; (d) neither the landlord nor any tenant is not in default under any of the leases, and not more than (i) five percent (5%) of the tenants at any one Project, and (ii) three percent (3%) of all tenants at all Projects are more than 30 days delinquent in payment of rent or are otherwise in default in a manner entitling the landlord to terminate their leasesLeases; (e) with the exception of those Operating Leases which shall be replaced with TRS Leases, Borrower has no knowledge of any notice of termination or default with respect to any Lease; (f) landlord has not assigned or pledged any of the leasesLeases, the rents or any interests therein except to Lender; (fg) no tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of any Projectthe Individual Property; (gh) with the exception of those Operating Leases which shall be replaced with TRS Leases, no tenant has the right to terminate its lease Lease prior to expiration of the stated term of such leaseLease; (hi) not more than five percent (5%) of the tenants at any Project have no tenant has prepaid more than one month’s 's rent in advance (except for bona fide security deposits not in excess of an amount equal to two months’ month's rent), and ; (j) no tenants have prepaid more than twelve tenant under any Lease has any right or option for additional space; (12) months’ rent in advance; and (ik) all existing leases Leases are subordinate to the Mortgages Mortgage either pursuant to their terms or a recorded subordination agreement; and (1) no termination fees are required with respect to any Lease.