Common use of Space Leases Clause in Contracts

Space Leases. (a) Notwithstanding anything to the contrary contained herein, from the Effective Date until the Closing or earlier termination of this Agreement, Sellers and the Group Companies shall be permitted to enter into, amend, modify, supplement or extend any Space Lease; provided, that such action is taken in the ordinary course of business and consistent with past practice pursuant to arm’s length transactions on market terms; provided further, Sellers shall not, and shall cause the Group Companies not to, enter into, amend, modify, supplement or extend any Major Space Lease or terminate any Space Lease without the prior consent of Buyer, which consent may be withheld, conditioned or delayed in Buyer’s sole discretion (a “Major Space Lease Transaction”), it being agreed that Buyer has consented to those Space Leases which have been provided to Buyer as “out for signature” prior to the Effective Date as described on Section 6.9 of the Disclosure Schedules; provided further, without the prior written consent of Buyer, Sellers and the Group Companies are authorized without the need for any further consent of Buyer to (i) accept the termination of any Space Leases at the end of their existing terms or enter into amendments memorializing extensions of any Space Leases as required thereunder and not subject to landlord consent thereunder (or permitting landlord any discretion with respect to the terms thereof) or (ii) enforce any rights and remedies against a tenant as a result of such tenant’s default under a Space Lease other than a Major Space Lease, provided that such enforcement action is taken in the ordinary course of business and consistent with past practice. If Sellers or any Group Company desire to enter into a Major Space Lease Transaction and Buyer’s consent is required hereunder, and Buyer does not respond within ten (10) Business Days after receipt of a notice from Sellers with respect to such Major Space Lease Transaction including reasonable details thereof, together with a written request for Buyer’s approval of such lease transaction, then Buyer shall be deemed to have approved such Major Space Lease Transaction. Sellers shall provide Buyer with the monthly statement of material leasing activities 58 generated by Seller Representative in the ordinary course of business. Notwithstanding the foregoing and anything else to the contrary contained herein, Sellers shall not exercise any rights or negotiate with any tenant with respect to any purchase option under any Space Lease without the prior written consent of Buyer.

Space Leases. (ai) Notwithstanding anything Subject to this Section 13 and Section 14 hereof, between the contrary contained herein, from the Effective Date until date hereof and the Closing or earlier termination of this Agreement(such period hereinafter referred to as the "Contract Period"), Sellers Seller shall keep and maintain the Improvements and the Group Companies Additional Property in the manner presently maintained and operated by Seller (excepting only ordinary wear and tear and natural deterioration and any maintenance which is the obligation of the Tenants to provide). Seller shall be permitted to not (i) enter intointo any Space Leases, or (ii) terminate any Space Lease, or (iii) amend, modify, supplement renew, or extend any Space Lease, except in each case as provided for under such Space Lease, other than, in each case, with the consent of Purchaser, not to be unreasonably withheld; provided, however, that (a) if Purchaser fails to object to any such action by Seller within five (5) days after Seller gives Purchaser notice thereof, then Purchaser is taken in the ordinary course of business and consistent with past practice pursuant deemed to arm’s length transactions on market terms; provided further, Sellers shall nothave consented to such Space Lease Action, and shall cause the Group Companies not to(b) upon notice to Purchaser, enter into, amend, modify, supplement or extend any Major Space Lease or Seller may terminate any Space Lease during the Contract Period by reason of the Tenant's default thereunder (beyond the expiration of any applicable grace period) without Purchaser's prior consent. Notwithstanding the prior consent of Buyerforegoing, which consent may be withheld, conditioned or delayed in Buyer’s sole discretion (a “Major Space Lease Transaction”), it being agreed Seller makes no assurances that Buyer has consented to those the Space Leases which have been provided to Buyer as “out for signature” prior to will be in force and effect on the Effective Date as described on Section 6.9 of the Disclosure Schedules; provided further, without the prior written consent of Buyer, Sellers and the Group Companies are authorized without the need for any further consent of Buyer to (i) accept the termination of any Space Leases at the end of their existing terms or enter into amendments memorializing extensions of any Space Leases as required thereunder and not subject to landlord consent thereunder (or permitting landlord any discretion with respect to the terms thereof) or (ii) enforce any rights and remedies against a tenant as a result of such tenant’s default under a Space Lease other than a Major Closing Date. Any new Space Lease, provided that such enforcement action is taken in the ordinary course termination of business and consistent with past practice. If Sellers a Space Lease, or amendment, modification, renewal, expansion, extension or waiver of any right to terminate any Space Lease (or any Group Company desire other action that results in liability for a brokerage commission) that in any case becomes effective from and after the date hereof being referred to enter into herein as a Major "Space Lease Transaction and Buyer’s consent is required hereunder, and Buyer does not respond within ten (10) Business Days after receipt of a notice from Sellers with respect to such Major Space Lease Transaction including reasonable details thereof, together Action". Seller shall promptly provide Purchaser with a copy of any written request for Buyer’s approval notice of such lease transaction, then Buyer shall be deemed to have approved such Major Space Lease Transaction. Sellers shall provide Buyer with the monthly statement of material leasing activities 58 generated by Seller Representative in the ordinary course of business. Notwithstanding the foregoing and anything else to the contrary contained herein, Sellers shall not exercise any rights or negotiate with any tenant with respect to any purchase option default under any Space Lease without given or received between the prior written consent of Buyerdate hereof and the Closing Date.

Space Leases. Except as set forth in Schedule 3(w)(i)(2), (i) the Company and its Subsidiaries, as applicable, is not a landlord or licensor or in any other role granting occupancy rights to any Real Property under any contract or agreement with respect to the occupancy of the Real Property or any portion or portions thereof, including all agreements, amendments, guarantees, side letters and other material documents relating thereto (“Space Leases”); (ii) the list of Space Leases attached hereto as Schedule 3(w)(i)(2) constitutes a true, complete and accurate list of all the Space Leases and the Company has delivered true, accurate and complete copies of the Space Leases to the Buyers; (iii) all Space Leases, if any, are in full force and effect; (iv) there are no security deposits or other deposits other than those listed on Schedule 3(w)(i)(2) attached hereto, which specifies whether they are in the form of cash or letter of credit; (v) neither the Company nor its Subsidiaries (as applicable) has given or received any written notice of any breach or default under any of the Space Leases that has not been cured, nor has the Company and/or its Subsidiaries (as applicable), to its knowledge, received from or sent to, any current tenant any written notice with respect to any bankruptcy action or any default by any party to any Space Lease beyond any applicable grace period which has not been cured or remedied and, to the Company and/or its Subsidiaries (as applicable) knowledge, there is no state of facts which, with notice, the passage of time or both, would ripen into a default by any party to any of the Space Leases; (vi) the Company and its Subsidiaries have performed all material obligations on the part of the landlord to be performed under the Space Leases, and there is no agreement with any tenant for the performance of any work or otherwise with respect to any matter except as set forth in the Space Leases. Except as set forth on Schedule 3(w)(i)(2), (a) Notwithstanding anything the Company and its Subsidiaries have completed all tenant improvements required under the Space Leases to be constructed by the contrary contained hereinCompany and its Subsidiaries; (b) the Company and its Subsidiaries have paid all monetary allowances or credits payable to or earned by any tenant under the Space Leases; (c) the Space Leases do not provide for any free rent periods; and (d) the Company and its Subsidiaries have paid any and all amounts owed under any leasing/commission agreement or otherwise, from including brokers’ commissions, leasing fees and legal fees, if any, and any and all payments required under a Space Lease to be paid by the Effective Date landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, tenant allowances, rent abatement, lease buyout costs, and moving, design, refurbishment and free rent. After the date of this Agreement until the Closing consummation of the Mxxxx Transaction, neither the Company nor any of its Subsidiaries shall enter into any new leases or earlier termination of this Agreement, Sellers and the Group Companies shall be permitted to enter into, service contracts or amend, modify, supplement or extend any Space Lease; provided, that such action is taken in the ordinary course of business and consistent with past practice pursuant to arm’s length transactions on market terms; provided further, Sellers shall not, and shall cause the Group Companies not to, enter into, amend, modify, supplement or extend any Major Space Lease modify or terminate any Leases, Space Lease Leases or Service Contracts without the prior consent of Buyer’s consent, which consent may my not be unreasonably withheld, conditioned or delayed in Buyer’s sole discretion (a “Major Space Lease Transaction”), it being agreed that Buyer has consented to those Space Leases which have been provided to Buyer as “out for signature” prior to the Effective Date as described on Section 6.9 of the Disclosure Schedules; provided further, without the prior written consent of Buyer, Sellers and the Group Companies are authorized without the need for any further consent of Buyer to (i) accept the termination of any Space Leases at the end of their existing terms or enter into amendments memorializing extensions of any Space Leases as required thereunder and not subject to landlord consent thereunder (or permitting landlord any discretion with respect to the terms thereof) or (ii) enforce any rights and remedies against a tenant as a result of such tenant’s default under a Space Lease other than a Major Space Lease, provided that such enforcement action is taken in the ordinary course of business and consistent with past practice. If Sellers or any Group Company desire to enter into a Major Space Lease Transaction and Buyer’s consent is required hereunder, and Buyer does not respond within ten (10) Business Days after receipt of a notice from Sellers with respect to such Major Space Lease Transaction including reasonable details thereof, together with a written request for Buyer’s approval of such lease transaction, then Buyer shall be deemed to have approved such Major Space Lease Transaction. Sellers shall provide Buyer with the monthly statement of material leasing activities 58 generated by Seller Representative in the ordinary course of business. Notwithstanding the foregoing and anything else to the contrary contained herein, Sellers shall not exercise any rights or negotiate with any tenant with respect to any purchase option under any Space Lease without the prior written consent of Buyerdelayed.

Space Leases. 10.1. After the date of this Agreement, Seller shall not, without Purchaser's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed and shall be given or denied, with the reasons for such denial, within the applicable period specified in Section 10.2 hereof, (a) enter into a new lease for space in the Premises which is presently vacant or which may become vacant, or extend or renew any now existing Space Lease, except pursuant to the exercise by a tenant of a right or option to enter into a new lease, extend, renew or lease, or right of first offer or similar right contained in such tenant's existing Space Lease (a "New Lease") or (b) consent to an assignment or subletting as to any Space Lease as to which Seller's consent is required and for which the conditions for Seller not to unreasonably withhold consent have not been satisfied (the "Assignment or Subletting"). Seller shall furnish Purchaser with all information in Seller's possession or required to be delivered to Seller under the applicable Space Lease or New Lease regarding such proposed New Lease or Assignment or Subletting, reasonably necessary to enable Purchaser to make informed decisions including in respect of a "New Lease" the form of "New Lease" being proposed for execution. Notwithstanding anything to the contrary contained herein, from in the Effective Date until the Closing or earlier termination previous provisions of this AgreementSection, Sellers Purchaser hereby approves of (a) the terms of the proposed "New Leases" set forth and the Group Companies shall be permitted described in Exhibit H annexed hereto, if any, so that any such New Lease which Seller desires to enter into, amend, modify, supplement or extend any Space Lease; provided, that such action is taken into in accordance with the ordinary course provisions of business and consistent with past practice pursuant to arm’s length transactions on market terms; provided further, Sellers this sentence shall not, and shall cause the Group Companies not to, enter into, amend, modify, supplement or extend any Major Space Lease or terminate any Space Lease without the prior consent of Buyer, which consent may be withheld, conditioned or delayed in Buyer’s sole discretion (a “Major Space Lease Transaction”), it being agreed that Buyer has consented to those Space Leases which have been provided to Buyer as “out for signature” prior to the Effective Date as described on Section 6.9 of the Disclosure Schedules; provided further, without the require Purchaser's prior written consent of Buyer, Sellers and the Group Companies are authorized without the need for any further consent of Buyer to (i) accept the termination of any Space Leases at the end of their existing terms or enter into amendments memorializing extensions of any Space Leases as required thereunder and not subject to landlord consent thereunder (or permitting landlord any discretion with respect to the financial and other terms thereof) or (ii) enforce any rights set forth and remedies against a tenant as a result of such tenant’s default under a Space Lease other than a Major Space Leasedescribed in Exhibit H, provided that such enforcement action is taken in the ordinary course of business and consistent with past practice. If Sellers or any Group Company desire to enter into a Major Space Lease Transaction and Buyer’s but Purchaser's consent is required hereunder, and Buyer does not respond within ten (10) Business Days after receipt of a notice from Sellers with respect to such Major Space Lease Transaction including reasonable details thereof, together with a written request for Buyer’s approval of such lease transaction, then Buyer shall be deemed to have approved such Major Space Lease Transaction. Sellers shall provide Buyer with the monthly statement of material leasing activities 58 generated by Seller Representative in the ordinary course of business. Notwithstanding the foregoing and anything else required as to the contrary contained hereinform of the New Lease being proposed for execution prior to its execution and delivery by the tenant and Seller, Sellers in its capacity as landlord thereunder. Seller shall not exercise any rights deliver to Purchaser a true and complete copy of each such New Lease or negotiate with any tenant with respect to any purchase option under any Space Lease without Assignment or Subletting, if any, promptly after the prior written consent of Buyerexecution and delivery thereof.

Space Leases. (a) Notwithstanding anything True and complete copies of all Space Leases, as listed on Schedule 3.7(b)-7, for all or any portion of each Seller’s Property have been delivered or made available to the contrary contained herein, from Buyer. Such Space Leases (i) constitute all of the Effective Date until leases as of the Closing or earlier termination date of this AgreementAgreement relating to the Properties under which the relevant Seller is the holder of the landlord’s interest, Sellers and the Group Companies shall be permitted to enter into, amend, modify, supplement or extend any Space Lease; provided, that (ii) such action is taken in the ordinary course of business and consistent with past practice pursuant to arm’s length transactions on market terms; provided further, Sellers shall not, and shall cause the Group Companies not to, enter into, amend, modify, supplement or extend any Major Space Lease or terminate any Space Lease without the prior consent of Buyer, which consent may be withheld, conditioned or delayed in Buyer’s sole discretion (a “Major Space Lease Transaction”), it being agreed that Buyer has consented to those Space Leases which have not been amended, supplemented or otherwise modified except such amendments, supplements and modification as have been provided to Buyer as “out for signature” prior to the Effective Date as described on Section 6.9 of the Disclosure Schedules; provided further, without the prior written consent of Buyer, Sellers and (iii) contain the entire agreement between the relevant landlord and the Group Companies Tenants named therein (or their successors in interest). To DDR’s Knowledge, except as set forth in Schedule 3.7(b)-1, Fixed Rent and Additional Rent are authorized without the need for any further consent of Buyer to (i) accept the termination of any currently being collected under such Space Leases at without offset, counterclaim or deduction. To DDR’s Knowledge, except as set forth on Schedule 3.7(b)-2, all tenant improvements and other construction work to be performed by each Seller under the end of their existing terms or enter into amendments memorializing extensions of any Space Leases have been completed. To DDR’s Knowledge, except as required thereunder and not subject to landlord consent thereunder (or permitting landlord any discretion set forth on Schedule 3.7(b)-3, there are no outstanding tenant inducement costs with respect to the terms thereof) or (ii) enforce any rights and remedies against a tenant as a result Space Leases of such tenantSeller’s default Assets or any renewal thereof which have not been paid in full by the Sellers. No party has any purchase option, right of first refusal, right of first offer or similar right under the Space Leases, in each case that grants to a third-party the right to purchase all or a portion of the Properties under the Space Leases (collectively, “Space Lease other than Options”), except as set forth in Schedule 3.7(b)-4 with respect to Space Lease Options relating to the purchase of all or a Major portion of the Properties. Except as set forth on Schedule 3.7(b)-5, DDR has received no written notice of a default by any Seller, as landlord, nor has DDR provided written notice of default to a Tenant, under each Space Lease. Except as set forth on Schedule 3.7(b)-6, provided that such enforcement action is taken in the ordinary course of business and consistent with past practice. If Sellers or to DDR’s Knowledge there exists no material default (disregarding any Group Company desire to enter into a Major Space Lease Transaction and Buyer’s consent is required hereunder, and Buyer does not respond within ten (10) Business Days after receipt of a notice from Sellers notification requirement with respect to such Major material default) by a Seller, as landlord under the relevant Space Lease Transaction including reasonable details thereofLease, together with a written request for Buyeror, to DDR’s approval of such lease transactionKnowledge, then Buyer shall be deemed to have approved such Major the Tenant, under each applicable Space Lease Transaction. Sellers shall provide Buyer with the monthly statement of material leasing activities 58 generated by Seller Representative in the ordinary course of business. Notwithstanding the foregoing and anything else to the contrary contained herein, Sellers shall not exercise any rights or negotiate with any tenant with respect to any purchase option under any Space Lease without the prior written consent of BuyerLease.

Space Leases. As of the date hereof, the leases listed on Schedule 3.2(b) attached hereto (athe “Space Leases”), (i) Notwithstanding anything constitute all the leases relating to the contrary contained hereinProperty under which Seller is the holder of the landlord’s interest, from (ii) have not been modified except as stated in Schedule 3.2(b), (iii) contain the Effective Date until entire agreement between the Closing or earlier termination of this Agreement, Sellers relevant landlord and the Group Companies tenants named therein and (iv) except as set forth in Schedule 3.2(b), fixed rent and additional rent are currently being collected under such Space Leases without offset, counterclaim or deduction. Except for Seller’s assignment of the Space Leases for the benefit of the holder(s) of the existing mortgage encumbering the Property, if any, which mortgage shall be permitted cancelled by Seller at Closing, Seller has not assigned, conveyed, pledged or encumbered any of Seller’s interest in the Space Leases or right to enter into, amend, modify, supplement receive rents payable thereunder to any Person. Seller has not received any written notice of Seller’s default or extend failure to comply with the terms and provisions of the Space Leases which remain uncured. True and complete copies of the Space Leases have been delivered to Buyer. If any Space Lease; provided, so delivered, contains provisions that are inconsistent with the foregoing representations and warranties, such action is taken in the ordinary course of business representations and consistent with past practice pursuant to arm’s length transactions on market terms; provided further, Sellers shall not, and shall cause the Group Companies not to, enter into, amend, modify, supplement or extend any Major Space Lease or terminate any Space Lease without the prior consent of Buyer, which consent may be withheld, conditioned or delayed in Buyer’s sole discretion (a “Major Space Lease Transaction”), it being agreed that Buyer has consented to those Space Leases which have been provided to Buyer as “out for signature” prior to the Effective Date as described on Section 6.9 of the Disclosure Schedules; provided further, without the prior written consent of Buyer, Sellers and the Group Companies are authorized without the need for any further consent of Buyer to (i) accept the termination of any Space Leases at the end of their existing terms or enter into amendments memorializing extensions of any Space Leases as required thereunder and not subject to landlord consent thereunder (or permitting landlord any discretion with respect to the terms thereof) or (ii) enforce any rights and remedies against a tenant as a result of such tenant’s default under a Space Lease other than a Major Space Lease, provided that such enforcement action is taken in the ordinary course of business and consistent with past practice. If Sellers or any Group Company desire to enter into a Major Space Lease Transaction and Buyer’s consent is required hereunder, and Buyer does not respond within ten (10) Business Days after receipt of a notice from Sellers with respect to such Major Space Lease Transaction including reasonable details thereof, together with a written request for Buyer’s approval of such lease transaction, then Buyer warranties shall be deemed to have approved such Major Space Lease Transaction. Sellers shall provide Buyer with the monthly statement of material leasing activities 58 generated by Seller Representative in the ordinary course of business. Notwithstanding the foregoing and anything else modified to the contrary contained herein, Sellers shall not exercise any rights or negotiate with any tenant with respect extent necessary to any purchase option under any eliminate such inconsistencies and to conform such representations and warranties to the provisions of the Space Lease without the prior written consent of BuyerLeases.

Space Leases. (ai) Notwithstanding anything The Space Leases listed on Schedule 3.2(b-1) constitute all the leases, consents to subleases, licenses and occupancy agreements and any guaranties relating thereto relating to the contrary contained hereinProperty (under which Seller is the holder of the landlord’s interest), from (ii) the Effective Date until Space Leases have not been modified or amended except as stated in Schedule 3.2(b-1) and, to Seller’s Knowledge, each Space Lease is in full force and effect on the Closing or earlier termination of this Agreementterms set forth therein, Sellers (iii) the Space Leases contain the entire agreement between the relevant landlord and the Group Companies shall be permitted to enter intoTenants named therein, amend, modify, supplement or extend any Space Lease; provided, that such action is taken (iv) except as set forth in the ordinary course of business and consistent with past practice pursuant to arm’s length transactions on market terms; provided further, Sellers shall not, and shall cause the Group Companies not to, enter into, amend, modify, supplement or extend any Major Space Lease or terminate any Space Lease without the prior consent of Buyer, which consent may be withheld, conditioned or delayed in Buyer’s sole discretion (a “Major Space Lease Transaction”Schedule 3.2(b-1), it Fixed Rent and Additional Rent are currently being agreed that Buyer has consented to those collected under the Space Leases which without offset, counterclaim or deduction. True, correct and complete copies of the Space Leases have been provided to Buyer in the Asset File, (v) except as “out for signature” prior to set forth on Schedule 3.2(b-2), there are no Leasing Costs currently outstanding or which would otherwise become due or payable after the Effective Closing Date as described on Section 6.9 of the Disclosure Schedules; provided further, without the prior written consent of Buyer, Sellers and the Group Companies are authorized without the need for any further consent of Buyer to (i) accept the termination of any Space Leases at the end of their existing terms or enter into amendments memorializing extensions of any Space Leases as required thereunder and not subject to landlord consent thereunder (or permitting landlord any discretion with respect to the terms thereofSpace Leases and Seller has no present obligation to provide any Tenant with any free rent or other rent credits and no Tenant under any of the Space Leases is entitled to any rent abatements, free rent or similar concessions, (vi) Schedule 10.1 is a true, correct and complete list of all security deposits (whether in the form of cash, letter of credit or otherwise) held by Seller under the Space Leases and (iivii) enforce any rights and remedies against a tenant except as a result set forth on Schedule 3.2(b-3), Seller has not delivered written notice of such tenantand, to Seller’s Knowledge, there is no default under a Space Lease other than by any Tenants to the extent such default remains uncured, nor, to Seller’s Knowledge, do any facts or circumstances exist which with giving of notice, the passage of time or both would constitute a Major Space Lease, provided that such enforcement action is taken in the ordinary course of business and consistent with past practice. If Sellers or any Group Company desire to enter into a Major Space Lease Transaction and Buyer’s consent is required hereunder, and Buyer does not respond within ten (10) Business Days after receipt of a notice from Sellers with respect to such Major Space Lease Transaction including reasonable details thereof, together with a written request for Buyer’s approval of such lease transaction, then Buyer shall be deemed to have approved such Major Space Lease Transaction. Sellers shall provide Buyer with the monthly statement of material leasing activities 58 generated default by Seller Representative in under the ordinary course of business. Notwithstanding the foregoing and anything else Anson Lease and, to the contrary contained hereinextent not certified to Buyer by Siemens Tenant, Sellers shall not exercise any rights or negotiate with any tenant with respect to any purchase option by the Siemens Seller under any Space Lease without the prior written consent of BuyerSiemens Lease.

Space Leases. (a) Notwithstanding anything to the contrary contained herein, from the Effective Date until the Closing or earlier termination of this Agreement, Sellers and the Group Companies shall be permitted to enter into, amend, modify, supplement or extend any Space Lease; provided, that such action is taken in the ordinary course of business and consistent with past practice pursuant to arm’s length transactions on market terms; provided further, Sellers shall not, and shall cause the Group Companies not to, enter into, amend, modify, supplement or extend any Major Space Lease or terminate any Space Lease without the prior consent of Buyer, which consent may be withheld, conditioned or delayed in Buyer’s sole discretion (a “Major Space Lease Transaction”), it being agreed that Buyer has consented to those Space Leases which have been provided to Buyer as “out for signature” prior to the Effective Date as described on Section 6.9 of the Disclosure Schedules; provided further, without the prior written consent of Buyer, Sellers and the Group Companies are authorized without the need for any further consent of Buyer to (i) accept The documents listed on Schedule 3.2(b-1) (the termination “Space Leases”) constitute all the leases, licenses and occupancy agreements relating to the Property under which Seller is the holder of any the landlord’s interest, (ii) the Space Leases at have not been modified or amended except as stated in Schedule 3.2(b-1), (iii) the end of their existing terms or enter into amendments memorializing extensions of any Space Leases contain the entire agreement between the relevant landlord and the Tenants named therein and (iv) except as required thereunder set forth in Schedule 3.2(b-2), Rents are currently being collected under the Space Leases without offset, counterclaim or deduction, and not subject there are no prepaid Rents. True and complete copies of the Space Leases have been made available to landlord consent thereunder (or permitting landlord any discretion Buyer. Schedule 3.2(b-3) is a true and complete list of all Leasing Costs with respect to the terms Space Leases or any renewal thereof. Schedule 3.2(b-4) sets forth a true and complete list of all Security Deposits (specifying (x) whether in the form of cash, letter of credit or otherwise and (y) both the amount required under the applicable Space Lease and the unapplied amount thereof) held by Seller under the Space Leases. Except as set forth on Schedule 3.2(b-5), Seller has not delivered or (ii) enforce any rights and remedies against received a tenant as a result of such tenant’s default under a Space Lease other than a Major Space Lease, provided that such enforcement action is taken in the ordinary course of business and consistent with past practice. If Sellers or any Group Company desire to enter into a Major Space Lease Transaction and Buyer’s consent is required hereunder, and Buyer does not respond within ten (10) Business Days after receipt written notice of a notice from Sellers with respect to such Major Space Lease Transaction including reasonable details thereof, together with a written request for Buyer’s approval of such lease transaction, then Buyer shall be deemed to have approved such Major Space Lease Transaction. Sellers shall provide Buyer with the monthly statement of material leasing activities 58 generated by Seller Representative in the ordinary course of business. Notwithstanding the foregoing and anything else to the contrary contained herein, Sellers shall not exercise any rights or negotiate with any tenant with respect to any purchase option default under any Space Lease without which has not been cured or rescinded, and to Seller’s Knowledge, there exists no circumstance or event which, with the prior written consent giving of Buyernotice or passage of time, or both, would constitute a default by either Seller or a Tenant under any Space Lease. To Seller’s Knowledge, no Tenant has (i) filed for bankruptcy or taken any similar debtor protection measure, (ii) discontinued operations at the Property or (iii) given Seller notice of its intention to do so.

Space Leases. (a) Notwithstanding anything to the contrary contained herein, from the Effective Date until the Closing or earlier termination True and complete copies of this Agreement, Sellers and the Group Companies shall be permitted to enter into, amend, modify, supplement or extend any Space Lease; provided, that such action is taken in the ordinary course of business and consistent with past practice pursuant to arm’s length transactions on market terms; provided further, Sellers shall not, and shall cause the Group Companies not to, enter into, amend, modify, supplement or extend any Major Space Lease or terminate any Space Lease without the prior consent of Buyer, which consent may be withheld, conditioned or delayed in Buyer’s sole discretion (a “Major Space Lease Transaction”), it being agreed that Buyer has consented to those all Space Leases which for all or any portion of such Seller’s Property have been provided to the Buyer as “out for signature” prior to in the Effective Date as described on Section 6.9 of Data Room in the Disclosure Schedules; provided further, without the prior written consent of Buyer, Sellers and the Group Companies are authorized without the need for any further consent of Buyer to subfolders listed in Schedule S-2. Such Space Leases (i) accept constitute all of the termination leases relating to such Seller’s Property under which such Seller is the holder of the landlord’s interest, and (ii) have not been amended, supplemented or otherwise modified except such amendments, supplements and modification as have been provided to the Buyer. Except as set forth in Schedule 3.2(c)-4, such Seller has neither given nor received any written notice of any breach or default under any of such Space Leases at which has not been cured and, to Sellers’ Knowledge, no event has occurred or circumstance exists which, with notice or the end passage of their existing terms time, would result in a breach or enter into amendments memorializing extensions of any default by such Seller or the Tenant thereunder. Except for free rent periods, rental concessions and similar inducements set forth in the Space Leases of such Seller’s Assets and as required thereunder and not subject to landlord consent thereunder (or permitting landlord any discretion otherwise set forth in Schedule 3.2(c)-3, there are no outstanding tenant inducement costs with respect to the Space Leases of such Seller’s Assets or any renewal thereof which have not been paid in full by the Sellers. Except pursuant to the terms thereofof the Space Leases of such Seller’s Assets or as disclosed in an instrument properly recorded against the applicable Property, no party has any purchase option, right of first refusal, right of first offer or similar right under such Space Leases (collectively, “Space Lease Options”). Except as set forth on Schedule 3.2(c)-2, all tenant improvements and other construction work required by the terms of any such Space Lease to be performed by such Seller have been completed. To Sellers’ Knowledge, Schedule 3.2(c)-1 contains a true and complete list of (i) all subleases or sub-subleases affecting such Seller’s Property with respect to which such Seller has entered into a written non-disturbance agreement for the benefit of the subtenants thereunder, together with (ii) enforce the non-disturbance agreements referred to in clause (i) of this sentence. Notwithstanding anything in this Agreement to the contrary, such Seller does not covenant, represent or warrant that any rights and remedies against a tenant particular Space Lease will be in force or effect as a result of such tenant’s default under the Closing Date or that the parties to a Space Lease other than a Major Space Lease, provided that such enforcement action is taken in the ordinary course of business and consistent with past practice. If Sellers or any Group Company desire to enter into a Major Space Lease Transaction and Buyer’s consent is required hereunder, and Buyer does not respond within ten (10) Business Days after receipt of a notice from Sellers with respect to such Major Seller, subject to the provisions of Section 3.3(f)) will not be in default under its Space Lease Transaction including reasonable details thereof, together with a written request for Buyer’s approval as of such lease transaction, then Buyer shall be deemed to have approved such Major Space Lease Transaction. Sellers shall provide Buyer with the monthly statement of material leasing activities 58 generated by Seller Representative in the ordinary course of business. Notwithstanding the foregoing and anything else to the contrary contained herein, Sellers shall not exercise any rights or negotiate with any tenant with respect to any purchase option under any Space Lease without the prior written consent of BuyerClosing Date.

Space Leases. A true, correct, complete and most current rent roll for each property is attached to Borrower’s Certificate (a) Notwithstanding anything to the contrary contained herein, from the Effective Date until the Closing or earlier termination of this Agreement, Sellers and the Group Companies shall be permitted to enter into, amend, modify, supplement or extend any Space Lease; provided, that such action is taken in the ordinary course of business and consistent with past practice pursuant to arm’s length transactions on market terms; provided further, Sellers shall not, and shall cause the Group Companies not to, enter into, amend, modify, supplement or extend any Major Space Lease or terminate any Space Lease without the prior consent of Buyer, which consent may be withheld, conditioned or delayed in Buyer’s sole discretion (a “Major Space Lease TransactionRent Roll”), it being agreed that Buyer has consented to those Space . There are no Leases which have been provided to Buyer as “out for signature” prior to the Effective Date as described on Section 6.9 of the Disclosure Schedules; provided further, without the prior written consent of Buyer, Sellers and the Group Companies are authorized without the need for any further consent of Buyer to (i) accept the termination of any Space Leases at the end of their existing terms or enter into amendments memorializing extensions of any Space Leases as required thereunder and not subject to landlord consent thereunder (or permitting landlord any discretion with respect to the terms thereofProperties other than the Leases set forth on the Rent Roll. Except as set forth on the Rent Roll: (a) each Lease is in full force and effect; (b) the Lessees have commenced the payment of Rent under the Leases to the extent set forth on the Rent Roll, and, there are no offsets, claims or defenses to the enforcement thereof presently outstanding; (iic) enforce all Rents due and payable under the Lease have been paid and no portion of any rights Rent has been paid for any period more than thirty (30) days in advance; (d) the rent payable under each Lease is the amount of rent set forth in the Rent Roll, and remedies there is no claim or basis for a claim by the Lessee thereunder for an adjustment to the rent thereunder; (e) no Lessee has made any claim in writing against any Borrower Party or Manager which remains outstanding that any Borrower Party or Manager is in default under its applicable Lease; (f) no default by any Borrower Party or, to Borrowers’ knowledge, any Lessee exists under any Lease beyond the expiration of applicable notice and cure periods; (g) each Lease is the valid, binding and enforceable obligation of such Borrower Party which is party thereto and the applicable Lessee thereunder; (h) each Lease is subordinate to the Loan Documents; (i) no letter of credit has been delivered to a tenant Borrower Party or Manager as a result of such tenant’s default under a Space Lease other than a Major Space Leasesecurity deposit, provided that such enforcement action is taken or in the ordinary course of business and consistent with past practice. If Sellers or any Group Company desire to enter into a Major Space Lease Transaction and Buyer’s consent is required hereunder, and Buyer does not respond within ten (10) Business Days after receipt lieu of a notice from Sellers with respect cash security deposit, under any Lease; (j) there is no tenant improvement work remaining to such Major Space Lease Transaction including reasonable details thereof, together with be done under any Lease; (k) there are no sums remaining which are required to be paid by a written request for Buyer’s approval of such lease transaction, then Buyer shall be deemed Borrower Party to have approved such Major Space Lease Transaction. Sellers shall provide Buyer with the monthly statement of material leasing activities 58 generated by Seller Representative in the ordinary course of business. Notwithstanding the foregoing and anything else to the contrary contained herein, Sellers shall not exercise any rights or negotiate with any tenant Lessee with respect to any Lease, whether on account of any tenant improvement work or otherwise; (l) there are no remaining rent concessions, tenant allowances or abatements with respect to any Lease; and (m) all real estate brokerage commissions relating to the Leases have been paid in full. No Lease contains any option to purchase option or right of first refusal to purchase the applicable Property or any part thereof. All security deposits under the Leases are as set forth on the Rent Roll and are held pursuant to Section 2.11(c) hereof. Borrower Parties and Manager are in compliance with all Legal Requirements with respect to all security deposits. The Rent Roll sets forth the scheduled expiration date of each Lease and any arrearages in the payment of rent 62383226 57 thereunder. No use restriction contained in any Lease is violated by any use permitted under any Space other Lease without the prior written consent of Buyerindividually or when aggregated with any other Lease(s).

Space Leases. (a) Notwithstanding anything to the contrary contained herein, from the Effective Date date hereof until the Closing or earlier termination of this Agreement, Sellers Seller, the Companies and the Group Companies their Subsidiaries shall be permitted to enter into, amend, modify, supplement or extend any Space Lease; provided, that such action is taken in the ordinary course of business and consistent with past practice pursuant to arm’s length transactions on market terms; provided further, Sellers Seller shall not, and shall cause the Group Companies and its Subsidiaries not to, enter into, amend, modify, supplement or extend any Major Space Lease or terminate any Space Lease without the prior consent of Buyer, which consent may be withheld, conditioned or delayed in Buyer’s sole discretion (a “Major Space Lease Transaction”), it being agreed that Buyer has consented to those Space Leases which have been provided to Buyer as “out for signature” prior to the Effective Date as described on Section 6.9 of the Disclosure Schedules; provided further, without the prior written consent of Buyer, Sellers Seller, the Companies and the Group Companies their Subsidiaries are authorized without the need for any further consent of Buyer to (i) accept the termination of any Space Leases at the end of their existing terms or enter into amendments memorializing extensions of any Space Leases as required thereunder and not subject to landlord consent thereunder (or permitting landlord any discretion with respect to the terms thereof) or (ii) enforce any rights and remedies against a tenant as a result of such tenant’s default under a Space Lease other than a Major Space Lease, provided that such enforcement action is taken in the ordinary course of business and consistent with past practice. If Sellers or any Group Company desire Seller, the Companies and/or their Subsidiaries desires to enter into a Major Space Lease Transaction and Buyer’s consent is required hereunder, and Buyer does not respond within ten five (105) Business Days after receipt of a notice from Sellers Seller with respect to such Major Space Lease Transaction including reasonable details thereof, together with a written request for Buyer’s approval of such lease transaction, then Buyer shall be deemed to have approved such Major Space Lease Transaction. Sellers Upon Buyer’s request, Seller shall provide Buyer with the monthly statement of material leasing activities 58 generated by Seller Representative in the ordinary course of business. Notwithstanding the foregoing and anything else to the contrary contained herein, Sellers Seller shall not exercise any rights or negotiate with any tenant with respect to any purchase option under any Space Lease without the prior written consent of Buyer.

Space Leases. Seller shall not (ai) Notwithstanding anything to the contrary contained hereinenter into any Space Leases, from the Effective Date until the Closing or earlier termination of this Agreement, Sellers and the Group Companies shall be permitted to enter into, (ii) amend, modify, supplement renew, or extend any Space Lease; provided, that such action is taken in the ordinary course (iii) consent to any assignment or sublease of business and consistent with past practice pursuant to arm’s length transactions on market terms; provided further, Sellers shall not, and shall cause the Group Companies not to, enter into, amend, modify, supplement or extend any Major a Space Lease which requires Seller’s consent, or terminate (iv) take any other material action with respect to any Space Lease without (excluding actions that Seller deems reasonably necessary to comply with the terms of, or otherwise avoid default or liability under, the applicable Space Lease; provided that Seller shall use reasonable efforts to consult with Purchaser prior to taking any action with respect to the foregoing), except with the prior written consent of BuyerPurchaser, which consent may be granted or withheld in Purchaser’s sole discretion (except to the extent Seller is obligated as landlord to be reasonable under such Space Lease, in which event Purchaser’s consent will not be unreasonably withheld, conditioned or delayed in Buyer’s sole discretion delayed); provided, however, that (a “Major Space Lease Transaction”), it being agreed that Buyer has consented a) if Purchaser fails to those Space Leases which have been provided object to Buyer as “out for signature” prior to the Effective Date as described on Section 6.9 of the Disclosure Schedules; provided further, without the prior written consent of Buyer, Sellers and the Group Companies are authorized without the need for any further consent of Buyer to (i) accept the termination of any Space Leases at the end of their existing terms or enter into amendments memorializing extensions of any Space Leases as required thereunder and not subject to landlord consent thereunder (or permitting landlord any discretion with respect to the terms thereof) or (ii) enforce any rights and remedies against a tenant as a result of such tenant’s default under a Space Lease other than a Major Space Lease, provided that such enforcement action is taken in the ordinary course of business and consistent with past practice. If Sellers or any Group Company desire to enter into a Major Space Lease Transaction and Buyer’s consent is required hereunder, and Buyer does not respond by Seller within ten (10) Business Days business days (or such shorter time period in which Seller is required to respond pursuant to the applicable Space Lease) after receipt of a Seller gives Purchaser notice from Sellers with respect to such Major Space Lease Transaction including reasonable details thereof, together with a written request for Buyer’s approval of such lease transaction, then Buyer Purchaser shall be deemed to have approved consented to such Major action, and (b) subject to Section 5.6.3, Seller may terminate any Space Lease Transaction. Sellers shall provide Buyer with Purchaser’s consent, which consent will not be unreasonably withheld, conditioned or delayed, and, in connection with any such termination, Seller may permit the monthly statement tenant to remain in occupancy, and/or extend the term of material leasing activities 58 generated by the lease, for a period not longer than the last date of the term of the New Seller Representative in the ordinary course of businessSpace Lease. Notwithstanding the foregoing foregoing, Seller makes no assurances, nor shall it be a condition to closing, that the Space Leases will be in good standing and anything else to performing or in force and effect on the contrary contained herein, Sellers shall not exercise any rights or negotiate with any tenant with respect to any purchase option under any Space Lease without the prior written consent of BuyerClosing Date.

Space Leases. A true, correct, complete and most current rent roll for the Premises is attached hereto as Exhibit I (a) Notwithstanding anything to the contrary contained herein, from the Effective Date until the Closing or earlier termination of this Agreement, Sellers and the Group Companies shall be permitted to enter into, amend, modify, supplement or extend any Space Lease; provided, that such action is taken in the ordinary course of business and consistent with past practice pursuant to arm’s length transactions on market terms; provided further, Sellers shall not, and shall cause the Group Companies not to, enter into, amend, modify, supplement or extend any Major Space Lease or terminate any Space Lease without the prior consent of Buyer, which consent may be withheld, conditioned or delayed in Buyer’s sole discretion (a “Major Space Lease TransactionRent Roll”), it being agreed that Buyer has consented to those Space . There are no Leases which have been provided to Buyer as “out for signature” prior to the Effective Date as described on Section 6.9 of the Disclosure Schedules; provided further, without the prior written consent of Buyer, Sellers and the Group Companies are authorized without the need for any further consent of Buyer to (i) accept the termination of any Space Leases at the end of their existing terms or enter into amendments memorializing extensions of any Space Leases as required thereunder and not subject to landlord consent thereunder (or permitting landlord any discretion with respect to the terms thereofPremises other than the Leases set forth on the Rent Roll. Except as set forth on the Rent Roll: (a) each Lease is in full force and effect; (b) the Lessees have commenced the payment of Rent under the Leases to the extent set forth on the Rent Roll, and except as set forth in the Rent Roll, there are no offsets, claims or defenses to the enforcement thereof presently outstanding; (iic) enforce except to the extent delinquencies are set forth on the Rent Roll, all Rents due and payable under the Lease have been paid and no portion of any rights Rent has been paid for any period more than thirty (30) days in advance; (d) the rent payable under each Lease is the amount of rent set forth in the Rent Roll, and remedies to Obligor’s Knowledge there is no claim or basis for a claim by the Lessee thereunder for an adjustment to the rent thereunder; (e) to Obligor’s Knowledge, no Lessee has made any claim in writing against a tenant as a result of such tenant’s Obligor which remains outstanding that Obligor is in default under a Space Lease other than a Major Space its applicable Lease; (f) to Obligor’s Knowledge, provided that such enforcement action is taken except to the extent set forth in the ordinary course of business and consistent with past practice. If Sellers Rent Roll, no material default has occurred by Obligor or any Group Company desire Lessee under any Lease; (g) each Lease is the valid, binding and enforceable obligation of Obligor and, to enter into a Major Space Obligor’s Knowledge, the applicable Lessee thereunder; (h) each Lease Transaction is subordinate to the Loan Documents; and Buyer(i) all real estate brokerage commissions relating to the Leases have been paid in full. No Lease contains any option to purchase or right of first refusal to purchase the Property; or any part thereof. All security deposits under the Leases are as set forth on the Rent Roll and are in Obligor’s consent possession. Obligor is required hereunder, and Buyer does not respond within ten (10) Business Days after receipt of a notice from Sellers in compliance with all Legal Requirements with respect to such Major Space all security deposits. The Rent Roll sets forth the scheduled expiration date of each Lease Transaction including reasonable details thereof, together with a written request for Buyer’s approval of such lease transaction, then Buyer shall be deemed to have approved such Major Space Lease Transaction. Sellers shall provide Buyer with the monthly statement of material leasing activities 58 generated by Seller Representative and any arrearages in the ordinary course payment of business. Notwithstanding the foregoing and anything else to the contrary contained herein, Sellers shall not exercise any rights or negotiate with any tenant with respect to any purchase option under any Space Lease without the prior written consent of Buyerrent thereunder.