Common use of Tenant Leases Clause in Contracts

Tenant Leases. All existing Tenant Leases are listed in the Rent Roll. Seller has delivered, prior to the date hereof, to Buyer true and complete copies of all Tenant Leases including, but not limited to all amendments and notices of commencement and renewal and all correspondence related thereto, with the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as to the information set forth therein in all material respects as of the date set forth therein. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not entered into any oral or written Tenant Leases, nor has Seller given any person (other than the Tenants named in the Rent Roll) any right of possession to the Property or any part thereof, and there are no other Tenant Leases or rights of possession. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not given any concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent under any Tenant Lease has been paid more than one (1) month in advance by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit B, no Tenant has any defense or offset to rent accruing after the Closing Date. The Tenant Leases described in the Rent Roll are in full force and effect (except as to Tenants in bankruptcy who may assume or reject such Tenant Leases) and, except as set forth on the Rent Roll, no breach exists in the payment of rents except as shown on the Rent Roll, no other default or breach exists on the part of any Tenant thereunder except as disclosed to Buyer in writing or identified on the Rent Roll, and except as set forth in Exhibit B, Seller has not received any notice of any alleged default or breach on the part of Seller thereunder. All Deposits (and a statement as to whether interest is payable thereon in accordance with the terms of the applicable Tenant Lease) are listed in the Rent Roll.

Tenant Leases. All existing Tenant Leases are listed Attached hereto as Exhibit D-1 is a list of all leases and any other licenses and occupancy agreements pursuant to which any person occupies, or has the right to occupy, space in the Rent RollProject (which leases, agreements and other documents, together with the lease documents entered into with respect to the Project after the date hereof pursuant to Section 5 below, are herein referred to collectively as the "Tenant Leases"). Exhibit D-1 also includes a list of all security deposits currently being held by Seller in connection with the Tenant Leases. Seller has deliveredmade true, prior to the date hereof, to Buyer true correct and complete copies of all the Tenant Leases including, but not limited available to all amendments and notices of commencement and renewal and all correspondence related thereto, with Purchaser on the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as to the information set forth therein in all material respects as of the date set forth thereindue diligence website created for this transaction. Except as set forth in the Rent Roll and for the Tenant Leases, Seller has not entered into any oral or written Tenant Leases, nor has Seller given any person (other than the Tenants named in the Rent Roll) any right of possession to the Property or any part thereof, and there are no other Tenant Leases leases or rights of possessionother occupancy agreements affecting the Project. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not given granted any concessions party any option to purchase the Project, rights of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in first refusal to purchase the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent under any Tenant Lease has been paid more than one (1) month in advance by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), andProject or, except as set forth in the Tenants Leases, any licenses or other similar agreement with respect to the Project. To Seller's actual knowledge, except as shown on Exhibit BD-2 attached hereto, there are no Tenant has defaults under any defense or offset to rent accruing after of the Closing Date. The Tenant Leases described in and the Rent Roll Tenant Leases are in full force and effect effect. There are no brokerage commissions or fees due now or payable in the future in connection with the Tenant Leases except for brokerage commissions that may be due Xxxxxxx & Xxxxxxxxx U.S., Inc. (except as C&W) for lease renewals pursuant to Tenants in bankruptcy who may assume or reject such Tenant Leases) that certain Commission Agreement for Lease, signed by Seller on December 8, 2017, and by C&W on December 27, 2017 (the "C&W Commission Agreement"); and, except as set forth on for the Rent RollOutstanding TI Work, no breach exists all tenant improvement costs and work applicable to the current term and space covered by the Tenant Leases have been paid completed and paid in the payment of rents except as shown on the Rent Roll, no other default or breach exists on the part of any Tenant thereunder except as disclosed to Buyer in writing or identified on the Rent Roll, and except as set forth in Exhibit B, Seller has not received any notice of any alleged default or breach on the part of Seller thereunder. All Deposits (and a statement as to whether interest is payable thereon in accordance with the terms of the applicable Tenant Lease) are listed in the Rent Rollfull.

Tenant Leases. All existing Exhibit B-1 contains a true, correct and complete list of the Tenant Leases, and all agreements, amendments, modifications or supplements thereto executed by the parties to such Tenant Leases in effect as of the Effective Date. Except for the Tenant Leases, and all agreements, amendments, modifications or supplements thereto executed by the parties to such Tenant Leases, set forth on Exhibit B-1, there are listed in no material agreements (written or oral), amendments, modifications or supplements thereto pursuant to which anyone has any right to lease, license, use or otherwise occupy the Rent RollProperty, or any part thereof. Seller has deliveredmade available to Purchaser for review, prior to the date hereof, to Buyer true and complete copies (including all exhibits thereto) of all Tenant Leases including(including all amendments, but not limited to all amendments modifications, and notices of commencement and renewal and all correspondence related supplements thereto, with the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as to the information ) set forth therein in all material respects as on Exhibit B-1. To Seller’s Knowledge, each of the date set forth thereinTenant Leases is in full force and effect. To Seller’s Knowledge, Seller has not delivered, nor received, any written notices from or to any of the tenants under the Tenant Leases asserting that either Seller or any such tenant is in default under any of the respective Tenant Leases (other than defaults that have been cured). Except as set forth on Exhibit D or as disclosed in the Rent Roll and the any executed Tenant LeasesEstoppel delivered to Purchaser, Seller has not entered into no tenant under any oral or written Tenant Leases, nor has Seller given any person (other than the Tenants named in the Rent Roll) any right of possession to the Property or any part thereof, and there are no other Tenant Leases or rights has paid rent in advance of possessionone month. Except as set forth on Exhibit D, there are no security deposits (whether in the Rent Roll and the Tenant Leases, Seller has not given any concessions form of any kind cash or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")Letter of Credit) to any Tenant. No rent under any Tenant Lease has been paid more than one (1) month in advance by any TenantLeases. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit B, no Tenant has any defense or offset to rent accruing after the Closing Date. The Tenant Leases described in the Rent Roll are in full force and effect (except as to Tenants in bankruptcy who may assume or reject such Tenant Leases) and, except Except as set forth on Exhibit D, there are no obligations to pay leasing commissions or other fees or compensation or Tenant Inducement Costs under the Rent RollTenant Leases for the current terms of the Tenant Leases (expressly excluding obligations in connection with unexercised extensions or renewals for future terms and other than in connection with extensions or renewals that Seller may enter into after the Effective Date under Section 5.4(g)). If any Tenant Estoppel delivered to Purchaser with respect to any Tenant Lease shall contain any statement of fact, information or other matter which is inconsistent with the matters stated in Seller’s representations in this Section 5.1(c), such statement of fact, information or other matter contained in that Tenant Estoppel shall control and if the Closing occurs, Seller shall have no liability for a post-closing breach exists of a representation in this Section 5.1(c) for any claim based upon a such statement of fact, information or other matter contained in the payment Tenant Estoppel; provided, however, such statement of rents except as shown on fact, information or other matter which is materially inconsistent with the Rent Rollmatters stated in Seller’s representations in this Section 5.1(c) shall constitute the non-fulfillment of the condition precedent to Purchaser’s obligation to Closing set forth in Section 4.6(b). Notwithstanding anything to the contrary contained in this Agreement, no Seller does not represent or warrant that any particular Tenant Lease shall be in force or effect at Closing or that the tenants under the Tenant Leases shall have performed their obligations thereunder. The termination of any Tenant Lease prior to Closing by reason of the tenant’s default shall not affect the obligations of Purchaser under this Agreement in any manner or entitle Purchaser to an abatement of or credit against the Purchase Price or give rise to any other default or breach exists claim on the part of any Tenant thereunder except as disclosed to Buyer in writing or identified on the Rent Roll, and except as set forth in Exhibit B, Seller has not received any notice of any alleged default or breach on the part of Seller thereunder. All Deposits (and a statement as to whether interest is payable thereon in accordance with the terms of the applicable Tenant Lease) are listed in the Rent RollPurchaser.

Tenant Leases. All existing The Xxxx Entities have delivered or made ------------- readily available to NYSTRS copies of all of the Tenant Leases, such copies being true, correct and complete in all material respects. Exhibit M sets forth --------- all Tenant Leases to which any Xxxx Entity is a party. The representations in the remainder of this subparagraph are made only with respect to Tenant Leases for which a Tenant Estoppel Certificate has not been delivered to NYSTRS, and shall remain in effect, subject to the time limit prescribed in Section 13, with respect to each such Tenant Lease until a Tenant Estoppel Certificate with respect to such Tenant Lease is delivered to NYSTRS in connection with this transaction (either at or after the Closing). To the Xxxx Entities' knowledge, the Tenant Leases are listed in the Rent Roll. Seller has delivered, prior to the date hereof, to Buyer true full force and complete copies of all Tenant Leases including, but not limited to all amendments effect and notices of commencement and renewal and all correspondence related thereto, with the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as to the information set forth therein there are no parties in all material respects as possession of the date set forth therein. Premises, except the Tenants and any subtenants disclosed in Exhibit M. Except as set forth in the Rent Roll and Exhibit M, all material tenant improvements --------- --------- required under the Tenant Leases, Seller has not entered into any oral or written Tenant Leases, nor has Seller given any person (other than Leases to be completed by the Tenants named in date hereof by the Rent Roll) any right of possession to landlord thereunder have been completed and all tenant allowances required under the Property or any part thereof, and there are no other Tenant Leases or rights to be paid in full as of possession. Except the date hereof have been paid in full; except as set forth in the Rent Roll and Exhibit M, there are no unsatisfied "Take-Over" --------- space obligations or "Take-Back" space obligations ("Take-Over" space obligations means rent obligations of the Tenant Leasesin other buildings assumed by the landlord and "Take-Back" space obligations means obligations imposed upon the landlord to sublet or otherwise be responsible for the obligations of a Tenant under a Tenant Lease); except as set forth in Exhibit M or Exhibit N, Seller has not given any concessions to --------- --------- the Xxxx Entities' knowledge there are no disputes with Tenants as to the amount of any kind their rent or character other charges (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")charges for operating costs) to any Tenant. No rent under any Tenant Lease has been paid more than one (1) month in advance by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), andLease; to the Xxxx Entities' knowledge, except as set forth in Exhibit Bthe Tenant Leases, no Tenant has any defense or offset option to rent accruing after the Closing Date. The cancel its Tenant Leases described in the Rent Roll are in full force and effect (except as to Tenants in bankruptcy who may assume or reject such Tenant Leases) and, Lease; except as set forth on Exhibit M, to the Rent Roll, Xxxx Entities' knowledge there --------- is no breach exists in Default by the payment of rents except as shown on the Rent Roll, no other default or breach exists on the part of landlord under any Tenant thereunder except as disclosed to Buyer in writing or identified on Lease and the Rent Roll, and Xxxx Entities have not received from any Tenant any written notice claiming any Default by the landlord under its Tenant Lease; except as set forth in Exhibit BM, Seller the Xxxx --------- Entities have not delivered to any Tenant any written notice claiming a Default by Tenant under its Tenant Lease; except as set forth on Exhibit M or Exhibit N, --------- --------- or otherwise specifically disclosed in this Agreement (including the Exhibits), to the Xxxx Entities' knowledge no Tenant has not received asserted in writing, or has any notice rights to, offsets or claims against rental payable or obligations under any Tenant Lease; and to the Xxxx Entities' knowledge, no guarantor of any alleged default Tenant Lease has been released or breach on discharged voluntarily from any obligation related to such Tenant Lease. To the part of Seller thereunder. All Deposits (Xxxx Entities' knowledge, the Percentage Interest for each Tenant has been and a statement as to whether interest is payable thereon currently calculated accurately and correctly in accordance with the terms method of calculation prescribed in such Tenant's Tenant Lease. For purposes of this Agreement, "Percentage Interest" means the percentage interest or pro-rata share for each Tenant under its Tenant Lease with respect to that portion of the applicable Premises for which such Tenant is responsible for operating costs or any other charge payable to the landlord under such Tenant Lease. Exhibit M-1 sets forth a true, correct and complete ----------- list of all security deposits held under Tenant Leases. Exhibit M-1 also sets ----------- forth (1) are listed in the Rent Rollannual percentage rent payable and percentage rent break point for each Tenant required to pay percentage rent under its Tenant Lease; and (2) frequency rent is payable under each Tenant Lease (if other than monthly).

Tenant Leases. All existing Tenant Leases are listed Attached hereto as Exhibit D is a true, correct and complete list of all outstanding leases or agreements pursuant to which any person occupies, or has the right to occupy, space in the Rent RollProject (which leases, agreements and other documents, together with the lease documents entered into with respect to the Project after the date hereof with the consent of Purchaser pursuant to Section 6 below, are herein referred to collectively as the "Tenant Leases"). Seller has delivereddelivered to Purchaser true, prior to the date hereof, to Buyer true correct and complete copies of all the Tenant Leases including, but not limited to all amendments and notices of commencement and renewal and all correspondence related thereto, with the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as to the information set forth therein in all material respects as of the date set forth thereinLeases. Except as set forth in shown on such exhibit, (a) to Seller's actual knowledge, there are no material defaults under any of the Rent Roll Tenant Leases and the Tenant Leases, Seller has not entered into any oral or written Tenant Leases, nor has Seller given any person (other than the Tenants named in the Rent Roll) any right of possession to the Property or any part thereof, and there are no other Tenant Leases or rights of possession. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not given any concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent under any Tenant Lease has been paid more than one (1) month in advance by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit B, no Tenant has any defense or offset to rent accruing after the Closing Date. The Tenant Leases described in the Rent Roll are in full force and effect effect, (b) there are no security deposits nor any rights to refunds of rents previously paid under the Tenant Leases except as to Tenants for year-end reconciliations of 1996 operating expenses and real estate taxes, (c) there are no brokerage commissions or fees due now or payable in bankruptcy who may assume or reject such the future in connection with the Tenant Leases, (d) andSeller has received no written notice of material default under the Tenant Leases from the lessees thereunder, except as set forth on the Rent Roll, (e) there are no breach exists in the payment of prepaid rents except as shown on for the Rent Rollcurrent month, (f) there are no outstanding rent arrearages or, to Seller's actual knowledge, offset rights, (g) there are no tenant improvement expenditures or tenant improvement reimbursement obligations which are currently outstanding, and (h) there are no other default brokerage agreements in effect with respect to the Project. Purchaser understands and agrees, however, that Seller is not making any representations or breach exists warranties with respect to any information on the part Exhibit D which is not expressly referenced in this paragraph and that such information is included on Exhibit D solely as a matter of any Tenant thereunder except as disclosed to Buyer in writing or identified on the Rent Roll, and except as set forth in Exhibit B, Seller has not received any notice of any alleged default or breach on the part of Seller thereunder. All Deposits (and a statement as to whether interest is payable thereon in accordance with the terms of the applicable Tenant Lease) are listed in the Rent Rollconvenience for Purchaser.

Tenant Leases. All existing Attached hereto as Exhibit F is a list of all outstanding leases or agreements (other than the Land Leases) pursuant to which any person occupies, or has the right to occupy, space in the Properties including (without limitation) all amendments and modifications thereto and assignments and guaranties thereof (which leases, agreements and other documents, together with the lease documents entered into with respect to the Properties after the date hereof with the consent of purchaser pursuant to Section 6 below, are herein referred to collectively as the "Tenant Leases"). Except as shown on such exhibit, (a) to the best of Seller's knowledge, there are no defaults under any of the Tenant Leases and the Tenant Leases are listed in full force and effect, there are no existing events which with the passage of time or giving of notice or both could become a default under the Tenant Leases, and there are no disputes, claims or rights of set-off under the Tenant Leases, (b) there are no security deposits nor any rights to refunds of rents previously paid under the Tenant Leases except as shown on Exhibit F, (c) no person has acquired from Seller any options or rights to lease space in the Rent Roll. Seller has delivered, prior to the date hereof, to Buyer true and complete copies of all Properties or extend any Tenant Leases including, but not limited to all amendments and notices or rights of commencement and renewal and all correspondence related thereto, with first refusal or offer for space in the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as to the information set forth therein in all material respects as of the date set forth therein. Except Properties except as set forth in the Rent Roll and the Tenant Leases, Seller has not entered into any oral or written Tenant Leases, nor has Seller given any person (other than the Tenants named in the Rent Rolld) any right of possession to the Property or any part thereof, and there are no other brokerage commissions or fees due now or payable in the future in connection with the Tenant Leases or rights of possession. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not given any concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent under any Tenant Lease has been paid more than one (1) month in advance by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit BF and Seller agrees to pay all such commissions and fees, no Tenant has any defense (e) all of the landlord's obligations to construct tenant improvements or offset to rent accruing after reimburse the Closing Date. The tenants for tenant improvements under the Tenant Leases described have been paid and performed in full and all concessions (other than any unexpired rent abatement set forth in the Rent Roll are in full force and effect (except as to Tenants in bankruptcy who may assume or reject such Tenant Leases) from the landlord under the Tenant Leases have been paid and performed in full, (f) to the best of Seller's knowledge there are no bankruptcy or insolvency proceedings pending or threatened with respect to any of the tenants under the Tenant Leases, and (g) no tenant has notified Seller in writing of any material, uncured defect or alleged defect in its premises or the common areas of the Properties. In the event any such notices are received by Seller between the date of this Agreement and Closing, copies thereof shall be furnished to Purchaser, and if the cost to correct the matters referred to therein (together with the cost of correcting all other matters requiring correction by Seller under this Agreement prior to Closing) exceeds $50,000 and Seller elects not to correct such matters, then Purchaser may terminate this Agreement (and, except as set forth on the Rent Rollin such event, no breach exists in the payment Purchaser shall be entitled to a return of rents except as shown on the Rent Roll, no other default or breach exists on the part of any Tenant thereunder except as disclosed to Buyer in writing or identified on the Rent Roll, and except as set forth in Exhibit B, Seller has not received any notice of any alleged default or breach on the part of Seller thereunder. All Deposits (and a statement as to whether interest is payable thereon in accordance with the terms of the applicable Tenant Lease) are listed in the Rent Rollits Xxxxxxx Money).

Tenant Leases. All existing The Tenant Leases are listed in have been duly ------------- authorized and executed by the Rent Roll. Seller has delivered, prior to the date hereof, to Buyer true and complete copies of all Tenant Leases including, but not limited to all amendments and notices of commencement and renewal and all correspondence related thereto, with the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as to the information set forth therein in all material respects as of the date set forth therein. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not entered into any oral or written Tenant Leases, nor has Seller given any person (other than the Tenants named in the Rent Roll) any right of possession to the Property or any part thereof, and there are no other Tenant Leases or rights of possession. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not given any concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent under any Tenant Lease has been paid more than one (1) month in advance by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied)landlord thereunder, and, except as set forth in Exhibit Bto Seller's actual knowledge, no by the Tenant has any defense or offset to rent accruing after the Closing Datethereunder. The Tenant Leases described in the Rent Roll are in full force and effect (except as according to Tenants in bankruptcy who may assume the terms set forth therein. Seller has no knowledge of any uncured defaults under the Tenant Leases nor that any Tenant has asserted, or reject such has any defense to, offsets or claims against rents payable or obligations under its Tenant Leases) andLease. All of the landlord's obligations under the Tenant Leases to be performed prior to the date of this Agreement have been performed. Seller has no knowledge that any Tenant is unable or unwilling to perform any or all of the Tenant's obligations under its Tenant Lease. Seller has no actual knowledge that any Tenant intends to abandon its premises or default under its Tenant Lease. Seller has no claim, controversy, dispute, quarrel or disagreement against or with any Tenant, and Seller has no actual knowledge that any Tenant has any claim, controversy, dispute, quarrel or disagreement against or with Seller. Seller has made no representations to Tenant regarding the condition of the premises covered by any Tenant Lease or the compliance of the premises with any applicable Governmental Regulations, except as set forth on the Rent Roll, no breach exists in the payment of rents except as shown on the Rent Roll, no other default or breach exists on the part of any Tenant thereunder except as disclosed to Buyer in writing or identified on the Rent Roll, and except as expressly set forth in Exhibit Bthe Tenant Leases. All of the improvements to be constructed by the landlord, if any, contemplated under the Tenant Leases pertaining to Xxxxxx and Interactive have been, or will be, completed by Seller as so required. Seller has not received granted any notice of concessions to any alleged default or breach on the part of Seller thereunder. All Deposits (and a statement as to whether interest is payable thereon Tenant not disclosed in accordance with the terms of the applicable such Tenant's Tenant Lease) are listed in the Rent Roll.

Tenant Leases. All existing Tenant Leases are listed Attached hereto as Schedule 3.1(n) is a list of all outstanding leases or agreements to which the Company (acting on its own) or, to the Knowledge of the Transferors, the Operator or the Company (where the Operator has acted as agent for the Company) is a party, pursuant to which any person occupies, or has the right to occupy, space in the Rent Roll. Seller has deliveredProject, prior other than subleases or agreements of lessees to which the date hereofCompany is not a party and other than the rights of transient guests in connection with any hotel room or convention/meeting space booking or reservation, to Buyer true and complete copies of all Tenant Leases including, but not limited to including all amendments and notices of commencement modifications thereto and renewal assignments and all correspondence related theretoguaranties thereof (which leases, agreements and other documents, together with the exception lease documents entered into after the date hereof with the consent of that certain lease with Motherhood Maternity at the Finger Lakes PropertyPurchaser pursuant to Article 6 are referred to collectively as the “Tenant Leases”). The Rent Roll is accurate as Transferors have delivered to the information set forth therein in all material respects as Partnership true and correct copies of the date set forth thereinTenant Leases. Except as shown on Schedule 3.1(n) or as set forth in the Rent Roll and the Tenant Leases, Seller has not entered into any oral or written Tenant Leases, nor has Seller given any person (other than the Tenants named in the Rent Roll) any right of possession to the Property or any part thereof, and there are no other Tenant Leases or rights in any commission agreements listed on a Schedule to this Agreement, to the Knowledge of possession. Except as set forth in the Rent Roll and Transferors: (a) the Tenant Leases, Seller has not given any concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent under any Tenant Lease has been paid more than one (1) month in advance by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit B, no Tenant has any defense or offset to rent accruing after the Closing Date. The Tenant Leases described in the Rent Roll are in full force and effect and there are no defaults under the Tenant Leases which could reasonably be expected to have a Project Material Adverse Effect; (except as b) there are no security deposits nor any rights to Tenants in bankruptcy who may assume or reject such refunds of rents previously paid under the Tenant Leases) and, except as set forth and all rents due to date have been paid on the Rent Roll, Tenant Leases; (c) there are no breach exists brokerage commissions or fees due now or payable in the payment of rents except as shown on future in connection with the Rent Roll, no Tenant Leases (other default or breach exists on the part of than any Tenant thereunder except as disclosed to Buyer in writing or identified on Leases that are approved by the Rent Roll, and except as set forth in Exhibit B, Seller has not received any notice of any alleged default or breach on the part of Seller thereunder. All Deposits (and a statement as to whether interest is payable thereon Partnership in accordance with the terms hereof); (d) all of the applicable landlord’s concessions under the Tenant LeaseLeases (other than any Tenant Leases that are approved by the Partnership in accordance with the terms hereof) are listed have been paid and performed in full (other than any unexpired rent abatement set forth in the Rent RollTenant Leases); and (e) no tenant currently in possession has notified the Transferors of any material, uncured defect or alleged defects in its premises or the common areas of the Project which remains uncured. In the event any such notices are received by the Company between the date of this Agreement and Closing, copies thereof shall be furnished to the Partnership.

Tenant Leases. All existing Except for any other leases which may be approved in writing by Buyer after the Effective Date, the Tenant Leases are listed described in EXHIBIT N constitute all of the Tenant Leases (other than room occupancy in the Rent Roll. Seller has delivered, prior ordinary course of business for the Hotel) currently in effect with respect to the date hereof, to Buyer true and complete copies of all Tenant Leases including, but not limited to all amendments and notices of commencement and renewal and all correspondence related thereto, with the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll To Seller's knowledge, each Tenant Lease is accurate as to the information set forth therein in all material respects as of the date set forth therein. Except full force and effect and free from default except as set forth in EXHIBIT O. To Seller's knowledge, Seller has no outstanding obligations for the Rent Roll and performance of tenant improvement work or for the payment of any costs associated with any of the Tenant Leases, Seller has not entered into no leasing or brokerage fees or commissions are or shall become due owing to any oral or written person after the Closing with respect to the Tenant Leases, nor has Seller given any person (other than the Tenants named in the Rent Roll) any right of possession to the Property or any part thereof, and there are no other Tenant Leases or rights of possession. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not given any concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent under any Tenant Lease has been paid more than one (1) month in advance by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit B, no Tenant has prepaid rents under any defense or offset to rent accruing after of the Closing Date. The Tenant Leases described in the Rent Roll are in full force and effect (except as to Tenants in bankruptcy who may assume or reject such Tenant Leases) and, except as set forth on EXHIBIT O. Seller warrants to Buyer as follows: (i) that other than the Rent Roll, no breach exists Tenant Leases and any occupancy rights of guests registered in the payment of rents except as shown Hotel on the Rent RollClosing Date, to Seller's knowledge, there are no other default leases or breach exists on occupancy agreements affecting the part of any Tenant thereunder except as disclosed to Buyer in writing Property or identified on the Rent Rollimprovements located thereon, and except as set forth in Exhibit BEXHIBIT O, Seller has not received any notice of any alleged default there are no oral or breach on written agreements with anyone, including tenants under the part of Seller thereunder. All Deposits (and a statement as Tenant Leases, with respect to whether interest is payable thereon in accordance with the terms occupancy of the applicable Property or any portion thereof; and (ii) the Tenant Lease) Leases have not been modified, amended or altered in writing or otherwise, and no concessions, abatements or adjustments have been granted to tenants under the Tenant Leases. The copies of the Tenant Leases delivered or made available by Seller to Buyer are listed in the Rent Rolltrue, correct and complete copies, including all amendments thereto.

Tenant Leases. All existing Tenant Leases are listed in the Rent Roll. Seller has deliveredTo Seller's knowledge, prior to the date hereofExhibit J is a true, to Buyer true correct, and complete copies statement of all Tenant Leases includingall: (i) apartment leases, but not limited to all amendments tenancies, and notices of commencement and renewal and all correspondence related thereto, occupancies now in effect in connection with the exception of that certain lease with Motherhood Maternity Property (the "Tenant Leases"); (ii) the tenants at the Finger Lakes Property. The Rent Roll is accurate as to ; (iii) the information set forth therein in all material respects as dates of the date set forth therein. Except as set forth in expiration of Tenant Leases; (iv) the Rent Roll and base rents payable under the Tenant Leases, Seller has not entered into any oral or written Tenant Leases, nor has Seller given any person ; and (other than the Tenants named in the Rent Rollv) any right of possession to the Property or any part thereof, and there are no other Tenant Leases or rights of possession. Except as set forth in the Rent Roll and all security deposits under the Tenant Leases. To Seller's knowledge, Seller no rent has not given any concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent been prepaid under any Tenant Lease has been paid more than one (1) month in advance by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit B, no Tenant has any defense or offset to rent accruing after the Closing Date. The Tenant Leases described in the Rent Roll are in full force and effect (except as to Tenants in bankruptcy who may assume or reject such Tenant Leases) andLease, except as set forth on Exhibit J. To Seller's knowledge, as of the Rent RollClosing Date, there will be: (a) no breach exists brokerage or other leasing commissions payable in connection with any of the tenants or the Tenant Leases or any new leases or amendments of existing Tenant Leases; and (b) no work specifically required to be performed under the Tenant Leases (other than work to be performed in the payment ordinary course of rents except as shown on business). To Seller's knowledge, the Rent Roll, no other default or breach exists on the part of any Tenant thereunder except as disclosed to Buyer Leases are in writing or identified on the Rent Roll, full force and except as set forth in Exhibit B, effect. Seller has not received any notice of any alleged default or breach on by the part of Seller landlord thereunder. All Deposits (and a statement as No tenant under any Tenant Lease has any option or right of first refusal to whether acquire any ownership interest is payable thereon in accordance with the terms of the applicable Tenant Lease) are listed in the Rent RollProperty or any right to terminate its lease or is entitled to any rebate or concession. Seller has not applied any security deposits towards delinquent rent except for: (i) those tenants who have vacated their apartments; and (ii) those tenants who are in arrears for rent for more than thirty (30) days and with respect to whom Seller has commenced the process of eviction.

Tenant Leases. All existing Attached hereto as Exhibit G is a list of all outstanding leases or agreements pursuant to which any person occupies, or has the right to occupy, space in the Project including all amendments and modifications thereto and assignments and guaranties thereof (which leases, agreements and other documents, together with the lease documents entered into after the date hereof with the consent of Purchaser, are referred to collectively as the "Tenant Leases"). Seller has heretofore delivered to Purchaser true and correct copies of the Tenant Leases. Except as shown on such exhibit, (a) to the best of Seller's knowledge, there are no defaults under any of the Tenant Leases and the Tenant Leases are listed in the Rent Roll. Seller has deliveredfull force and effect, prior to the date hereof, to Buyer true and complete copies of all Tenant Leases including, but not limited to all amendments and notices of commencement and renewal and all correspondence related thereto, there are no existing events which with the exception passage of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as to the information set forth therein in all material respects as time or giving of the date set forth therein. Except as set forth in the Rent Roll and notice or both could become a default under the Tenant Leases, Seller has not entered into any oral or written Tenant Leases, nor has Seller given any person (other than the Tenants named in the Rent Roll) any right of possession to the Property or any part thereof, and there are no other Tenant Leases disputes, claims or rights of possession. Except set-off under the Tenant Leases, (b) except as shown on such exhibit, there are no security deposits nor any rights to refunds of rents previously paid under the Tenant Leases, and all rents due to date have been paid on the Tenant Leases, (c) there are no brokerage commissions or fees due now or payable in the future in connection with the Tenant Leases, (d) all of the landlord's concessions under the Tenant Leases have been paid and performed in full (other than any unexpired rent abatement set forth in the Rent Roll and Tenant Leases), (e) to the best of Seller's knowledge there are no bankruptcy or insolvency proceedings pending or threatened with respect to any of the tenants under the Tenant Leases, Seller has not given any concessions and there are no material adverse changes in the financial condition of any kind or character such tenants, and (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")f) to any Tenant. No rent under any Tenant Lease no tenant has been paid more than one (1) month in advance by any Tenant. No Tenant has made any claim against notified Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit B, no Tenant has any defense or offset to rent accruing after the Closing Date. The Tenant Leases described in the Rent Roll are in full force and effect (except as to Tenants in bankruptcy who may assume or reject such Tenant Leases) and, except as set forth on the Rent Roll, no breach exists in the payment of rents except as shown on the Rent Roll, no other default or breach exists on the part of any Tenant thereunder except as disclosed material, uncured defect or alleged defects in its premises or the common areas of the Project. In the event any such notices are received by Seller between the date of this Agreement and Closing, copies thereof shall be furnished to Buyer in writing or identified on the Rent RollPurchaser, and except as set forth in Exhibit B, Seller has not received any notice of any alleged default or breach on shall be obligated to correct the part of Seller thereunder. All Deposits (and a statement as matters referred to whether interest is payable thereon in accordance with the terms of the applicable Tenant Lease) are listed in the Rent Rolltherein prior to Closing.

Tenant Leases. All existing To the best of Borrower's knowledge, Borrower has delivered to Lender true, complete and correct copies of the Tenant Leases. To the best of Borrower's knowledge, (i) the Tenant Leases are listed in full force and effect, unamended and no default exists thereunder by any party thereto, except as shown in the Rent Roll. Seller has deliveredRolls, prior to and (ii) the date hereof, to Buyer Rent Rolls are true and complete copies of all Tenant Leases including, but not limited to all amendments and notices of commencement and renewal correct and all correspondence related thereto, with the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as to the information set forth therein in all material respects respect as of the date set forth thereinthereof. Except To the best of Borrower's knowledge and except as set forth indicated in the Rent Roll Rolls and as shown in the Tenant Leases, Seller (i) no Tenant has not entered into any oral extension, renewal or written termination options, (ii) no security deposits are being held by Borrower, (iii) all work to be performed to date by the landlord under the Tenant LeasesLeases has substantially performed, nor has Seller given any person (all contributions to be made to date by the landlord to the Tenants thereunder have been made and all other conditions to each such Tenant's obligations thereunder required to be satisfied to date, other than ordinary ongoing obligations of a landlord, have been satisfied or waived by the Tenants named applicable Tenant, (iv) no Tenant or any other Party has any option, right of first refusal or similar preferential right to purchase or lease all or any portion of the Collateral Properties or to require Borrower to perform or finance any tenant improvements or material or alterations to the Collateral Properties, and (v) no Tenant has any rights to require Borrower to perform additional work, make additional contributions to such Tenant or satisfy other conditions to such Tenant's obligations thereunder, other than ordinary, ongoing obligations of a landlord. To the best of Borrower's knowledge and except as indicated in the Rent Roll) any right of possession to the Property or any part thereofRolls, and there are no other Tenant Leases or rights of possession. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not given any concessions rent (exclusive of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")security deposits) to any Tenant. No rent under any Tenant Lease has been paid more than one thirty (130) month days in advance by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit B, of its due date and no Tenant has any defense or offset to payments of rent accruing after the Closing Date. The Tenant Leases described in the Rent Roll are in full force and effect (except as to Tenants in bankruptcy who may assume or reject such Tenant Leases) and, except as set forth on the Rent Roll, no breach exists in the payment of rents except as shown on the Rent Roll, no other default or breach exists on the part of under any Tenant thereunder except as disclosed to Buyer in writing Lease or identified on the Rent Roll, and except as set forth in Exhibit B, Seller has not received any notice of any alleged default or breach on the part of Seller thereunder. All Deposits more than thirty (and a statement as to whether interest is payable thereon in accordance with the terms of the applicable Tenant Lease30) are listed in the Rent Rolldays delinquent.

Tenant Leases. All existing Attached hereto as Exhibit F is a list of all outstanding leases or agreements (other than the Land Lease) pursuant to which any person occupies, or has the right to occupy, space in the Properties including (without limitation) all amendments and modifications thereto and assignments and guaranties thereof (which leases, agreements and other documents, together with the lease documents entered into with respect to the Properties after the date hereof with the consent of purchaser pursuant to Section 6 below, are herein referred to collectively as the "Tenant Leases"). Except as shown on such exhibit, (a) to the best of Seller's knowledge, there are no defaults under any of the Tenant Leases and the Tenant Leases are listed in full force and effect, there are no existing events which with the passage of time or giving of notice or both could become a default under the Tenant Leases, and there are no disputes, claims or rights of set-off under the Tenant Leases, (b) there are no security deposits nor any rights to refunds of rents previously paid under the Tenant Leases except as shown on Exhibit F, (c) no person has acquired from Seller any options or rights to lease space in the Rent Roll. Seller has delivered, prior to the date hereof, to Buyer true and complete copies of all Properties or extend any Tenant Leases including, but not limited to all amendments and notices or rights of commencement and renewal and all correspondence related thereto, with first refusal or offer for space in the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as to the information set forth therein in all material respects as of the date set forth therein. Except Properties except as set forth in the Rent Roll and the Tenant Leases, Seller has not entered into any oral or written Tenant Leases, nor has Seller given any person (other than the Tenants named in the Rent Rolld) any right of possession to the Property or any part thereof, and there are no other brokerage commissions or fees due now or payable in the future in connection with the Tenant Leases or rights of possession. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not given any concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent under any Tenant Lease has been paid more than one (1) month in advance by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit BF and Seller agrees to pay all such commissions and fees, no Tenant has any defense (e) all of the landlord's obligations to construct tenant improvements or offset to rent accruing after reimburse the Closing Date. The tenants for tenant improvements under the Tenant Leases described have been paid and performed in full and all concessions (other than any unexpired rent abatement set forth in the Rent Roll are in full force and effect (except as to Tenants in bankruptcy who may assume or reject such Tenant Leases) from the landlord under the Tenant Leases have been paid and performed in full, (f) to the best of Seller's knowledge there are no bankruptcy or insolvency proceedings pending or threatened with respect to any of the tenants under the Tenant Leases, and (g) no tenant has notified Seller in writing of any material, uncured defect or alleged defect in its premises or the common areas of the Properties. In the event any such notices are received by Seller between the date of this Agreement and Closing, copies thereof shall be furnished to Purchaser, and if the cost to correct the matters referred to therein (together with the cost of correcting all other matters requiring correction by Seller under this Agreement prior to Closing) exceeds $50,000 and Seller elects not to correct such matters, then Purchaser may terminate this Agreement (and, except as set forth on the Rent Rollin such event, no breach exists in the payment Purchaser shall be entitled to a return of rents except as shown on the Rent Roll, no other default or breach exists on the part of any Tenant thereunder except as disclosed to Buyer in writing or identified on the Rent Roll, and except as set forth in Exhibit B, Seller has not received any notice of any alleged default or breach on the part of Seller thereunder. All Deposits (and a statement as to whether interest is payable thereon in accordance with the terms of the applicable Tenant Lease) are listed in the Rent Rollits Xxxxxxx Money).

Tenant Leases. All existing Attached hereto as Exhibit E is a list of all outstanding leases or agreements pursuant to which any person occupies, or has the right to occupy, space in the Properties including (without limitation) all amendments and modifications thereto and assignments and guaranties thereof (which leases, agreements and other documents, together with the lease documents entered into with respect to the Properties after the date hereof with the consent of purchaser pursuant to Section 6 below, are herein referred to collectively as the "Tenant Leases"). Except as shown on such exhibit, (a) to the best of Seller's knowledge, there are no defaults under any of the Tenant Leases and the Tenant Leases are listed in full force and effect, there are no existing events which with the passage of time or giving of notice or both could become a default under the Tenant Leases, and there are no disputes, claims or rights of set-off under the Tenant Leases, (b) there are no security deposits nor any rights to refunds of rents previously paid under the Tenant Leases except as shown on Exhibit E, (c) no person has acquired from Seller any options or rights to lease space in the Rent Roll. Seller has delivered, prior to the date hereof, to Buyer true and complete copies of all Properties or extend any Tenant Leases including, but not limited to all amendments and notices or rights of commencement and renewal and all correspondence related thereto, with first refusal or offer for space in the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as to the information set forth therein in all material respects as of the date set forth therein. Except Properties except as set forth in the Rent Roll and the Tenant Leases, Seller has not entered into any oral or written Tenant Leases, nor has Seller given any person (other than the Tenants named in the Rent Rolld) any right of possession to the Property or any part thereof, and there are no other brokerage commissions or fees due now or payable in the future in connection with the Tenant Leases or rights of possession. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not given any concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent under any Tenant Lease has been paid more than one (1) month in advance by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit BE and Seller agrees to pay all such commissions and fees, no Tenant has any defense (e) all of the landlord's obligations to construct tenant improvements or offset to rent accruing after reimburse the Closing Date. The tenants for tenant improvements under the Tenant Leases described have been paid and performed in full and all concessions (other than any unexpired rent abatement set forth in the Rent Roll are in full force and effect (except as to Tenants in bankruptcy who may assume or reject such Tenant Leases) from the landlord under the Tenant Leases have been paid and performed in full, (f) to the best of Seller's knowledge there are no bankruptcy or insolvency proceedings pending or threatened with respect to any of the tenants under the Tenant Leases, and (g) no tenant has notified Seller in writing of any material, uncured defect or alleged defect in its premises or the common areas of the Properties. In the event any such notices are received by Seller between the date of this Agreement and Closing, copies thereof shall be furnished to Purchaser, and if the cost to correct the matters referred to therein (together with the cost of correcting all other matters requiring correction by Seller under this Agreement prior to Closing) exceeds $50,000 and Seller elects not to correct such matters, then Purchaser may terminate this Agreement (and, except as set forth on the Rent Rollin such event, no breach exists in the payment Purchaser shall be entitled to a return of rents except as shown on the Rent Roll, no other default or breach exists on the part of any Tenant thereunder except as disclosed to Buyer in writing or identified on the Rent Roll, and except as set forth in Exhibit B, Seller has not received any notice of any alleged default or breach on the part of Seller thereunder. All Deposits (and a statement as to whether interest is payable thereon in accordance with the terms of the applicable Tenant Lease) are listed in the Rent Rollits Earnxxx Xxxey).

Tenant Leases. All existing Tenant As of the Effective Date, Exhibit G lists all tenants of the Property. As of the Effective Date, except as provided in Section 6.1.5, the costs set forth on Exhibit I are the only Leasing Costs currently outstanding and currently payable by the landlord under the Leases. Copies of all Leases in effect as of the Effective Date (the “Existing Leases”) (including all amendments thereto and guaranties thereof) furnished by Seller to Purchaser under Section 4.1 or made available to Purchaser for review under Section 4.2 are all Existing Leases (including all amendments thereto) within Seller’s possession and relied upon by Seller for its operations and leasing of the Property. To Seller’s knowledge, as of the Effective Date (i) the Existing Leases are listed presently in full force and effect without any default thereunder by the Rent Roll. Seller applicable tenant except as set forth on Schedule 9.1.3; (ii) no tenant has deliveredprepaid rent by more than one month in advance; and (iii) except as set forth on Exhibit I, all tenant improvements that Seller, as landlord, is obligated to complete, prior to the date hereofEffective Date pursuant to any Existing Lease, to Buyer true have been completed and complete copies of all Tenant Leases including, but not limited to all amendments and notices of commencement and renewal and all correspondence related thereto, with accepted by the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as to the information set forth therein in all material respects as of the date set forth thereinapplicable tenant. Except as set forth on Schedule 9.1.3, no tenant has notified Seller, as landlord, in writing, of any default by Seller pursuant to an Existing Lease that remains uncured. If any Tenant Estoppel delivered to Purchaser with respect to any Lease contains any statement of fact, information or other matter that is inconsistent with the matters stated in Seller’s representations in this Section 9.1.3 and such inconsistency is satisfactory to Purchaser in its sole discretion, or otherwise is expressly permitted by this Agreement, the Tenant Estoppel shall control and Seller shall have no liability for any claim based upon a breach of representation regarding such statement of fact, information or other matter contained in the Rent Roll and the Tenant Leases, Seller has not entered into any oral or written Tenant Leases, nor has Seller given any person (other than the Tenants named in the Rent Roll) any right of possession to the Property or any part thereof, and there are no other Tenant Leases or rights of possession. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not given any concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent under any Tenant Lease has been paid more than one (1) month in advance by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit B, no Tenant has any defense or offset to rent accruing after the Closing Date. The Tenant Leases described in the Rent Roll are in full force and effect (except as to Tenants in bankruptcy who may assume or reject such Tenant Leases) and, except as set forth on the Rent Roll, no breach exists in the payment of rents except as shown on the Rent Roll, no other default or breach exists on the part of any Tenant thereunder except as disclosed to Buyer in writing or identified on the Rent Roll, and except as set forth in Exhibit B, Seller has not received any notice of any alleged default or breach on the part of Seller thereunder. All Deposits (and a statement as to whether interest is payable thereon in accordance with the terms of the applicable Tenant Lease) are listed in the Rent RollEstoppel.

Tenant Leases. All existing Attached hereto as Exhibit F is a list of all outstanding leases or agreements pursuant to which any person occupies, or has the right to occupy, space in the Properties including (without limitation) all amendments and modifications thereto and assignments and guaranties thereof (which leases, agreements and other documents, together with the lease documents entered into with respect to the Properties after the date hereof with the consent of purchaser pursuant to Section 6 below, are herein referred to collectively as the "Tenant Leases"). Except as shown on such exhibit, (a) to the best of Seller's knowledge, there are no defaults under any or the Tenant Leases and the Tenant Leases are listed in full force and effect, there are no existing events which with the passage of time or giving of notice or both could become a default under the Tenant Leases, and there are no disputes, claims or rights of set-off under the Tenant Leases, (b) there are no security deposits nor any rights to refunds of rents previously paid under the Tenant Leases except as shown on Exhibit F, (c) no person has acquired from Seller any options or rights to lease space in the Rent Roll. Seller has delivered, prior to the date hereof, to Buyer true and complete copies of all Properties or extend any Tenant Leases including, but not limited to all amendments and notices or rights of commencement and renewal and all correspondence related thereto, with first refusal or offer for space in the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as to the information set forth therein in all material respects as of the date set forth therein. Except Properties except as set forth in the Rent Roll and the Tenant Leases, Seller has not entered into any oral or written Tenant Leases, nor has Seller given any person (other than the Tenants named in the Rent Rolld) any right of possession to the Property or any part thereof, and there are no other brokerage commissions or fees due now or payable in the future in connection with the Tenant Leases or rights of possession. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not given any concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent under any Tenant Lease has been paid more than one (1) month in advance by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit BF and Seller agrees to pay all such commissions and fees, no Tenant has any defense (e) all of the landlord's obligations to construct tenant improvements or offset to rent accruing after reimburse the Closing Date. The tenants for tenant improvements under the Tenant Leases described have been paid and performed in full and all concessions (other than any unexpired rent abatement set forth in the Rent Roll are in full force and effect (except as to Tenants in bankruptcy who may assume or reject such Tenant Leases) from the landlord under the Tenant Leases have been paid and performed in full, (f) to the best of Seller's knowledge there are no bankruptcy or insolvency proceedings pending or threatened with respect to any of the tenants under the Tenant Leases, and (g) no tenant has notified Seller in writing of any material, uncured defect or alleged defect in its premises or the common areas of the Properties. In the event any such notices are received by Seller between the date of this Agreement and Closing, copies thereof shall be furnished to Purchaser, and if the cost to correct the matters referred to therein (together with the cost of correcting all other matters requiring correction by Seller under this Agreement prior to Closing) exceeds $50,000 and Seller elects not to correct such matters, then Purchaser may terminate this Agreement (and, except as set forth on the Rent Rollin such event, no breach exists in the payment Purchaser shall be entitled to a return of rents except as shown on the Rent Roll, no other default or breach exists on the part of any Tenant thereunder except as disclosed to Buyer in writing or identified on the Rent Roll, and except as set forth in Exhibit B, Seller has not received any notice of any alleged default or breach on the part of Seller thereunder. All Deposits (and a statement as to whether interest is payable thereon in accordance with the terms of the applicable Tenant Lease) are listed in the Rent Rollits Earnxxx Xxxey).

Tenant Leases. All Seller has leased portions of the Property to various occupancy tenants. From and after the Effective Date and until the Closing DateFrom and after the Effective Date until the date occurring five (5) days before the end of the Contingency Period, Seller shall not enter into any new leases or amend or extend, terminate or accept the surrender of any existing Tenant Leases tenancies or approve any subleases (collectively, "Lease Transactions") without the prior written consent of Buyer (which consent, until the end of the Contingency Period, shall not be unreasonably delayed or withheld; provided that upon notice to Buyer, on or before the date occurring five (5) days before the end of the Contingency Period, Seller may enter into new lease of space for less than 5,000 rentable square feet without the consent of Buyer, provided that the rental rate and other terms, conditions and concessions for such space, (including commissions, improvement allowances, and free rent) (collectively, the "Terms") are listed no less favorable to Seller from the Terms for deals now being consummated in comparable buildings located in the Rent Rollvicinity of the building. and Following the Contingency Period, Seller must request Buyer's consent to any Lease Transaction and Buyer may withhold its consent in its sole discretion). In requesting such consent, Seller shall inform Buyer in writing of the amount, if any, proposed to be required to pay for, or any allowance proposed to be given for, tenant improvements work, any leasing commissions and fees, in connection with such lease and any rent concessions. Also included in the request for consent, shall be Seller's proposed draft of the lease or amendment agreement. The failure of Buyer to respond within five (5) business days after written request for any such approval shall be deemed to constitute approval. Seller has delivered, prior to the date hereof, to Buyer true and complete copies shall not collect in advance any rent or other sum due under any of all Tenant Leases including, but not limited to all amendments and notices of commencement and renewal and all correspondence related thereto, with the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as to the information set forth therein in all material respects as of the date set forth therein. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not entered into any oral or written Tenant Leases, nor has Seller given any person (other than the Tenants named in the Rent Roll) any right except for collection of possession to the Property or any part thereof, and there are current rents no other Tenant Leases or rights of possession. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not given any concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent under any Tenant Lease has been paid more than one (1) month in advance by any Tenantadvance. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit B, no Tenant has any defense or offset to rent accruing after the Closing Date. The Tenant Leases described in the Rent Roll are in full force and effect (except as to Tenants in bankruptcy who may assume or reject such Tenant Leases) and, except as set forth on the Rent Roll, no breach exists in the payment of rents except as shown on the Rent Roll, no other default or breach exists on the part of any Tenant thereunder except as disclosed to Buyer in writing or identified on the Rent Roll, and except as set forth in Exhibit B, Seller has not received any notice of any alleged default or breach on the part of Seller thereunder. All Deposits (and a statement as to whether interest is payable thereon in accordance with the terms of the applicable Tenant Lease) are listed in the Rent Roll.13.2

Tenant Leases. All existing The interest of the owner of the Land in and to all leases, subleases, rental agreements and other occupancy agreements, whether oral or written and whether or not of record, for the use or occupancy of any portion of the Property, including without limitation the leases described on Exhibit L attached hereto and made a part hereof, together with all amendments to, modifications of, renewals and extensions of said leases, subleases, rental agreements and other occupancy agreements, all guaranties with respect thereto, all work letter agreements, improvement agreements and other agreements with lessee's or tenant's thereunder, all default notices, estoppel letters, escalation notices and other correspondence in regard thereto, and all accounting records in regard thereto (collectively hereinafter the "Tenant Leases are listed in the Rent Roll. Seller has deliveredLeases"), prior together with all prepaid rents, advance rentals and lease security deposits with respect to the date hereofTenant Leases. Notwithstanding the foregoing, Seller shall be entitled to Buyer true and complete retain copies of all Tenant Leases including, but not limited to all amendments such records and notices of commencement and renewal and all correspondence related thereto, with the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as to the information set forth therein in all material respects as of the date set forth therein. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not entered into any oral or written Tenant Leases, nor has Seller given any person (other than the Tenants named in the Rent Roll) any right of possession to the Property or any part thereof, and there are no other Tenant Leases or rights of possession. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not given any concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent under any Tenant Lease has been paid more than one (1) month in advance by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit B, no Tenant has any defense or offset to rent accruing after the Closing DateClosing. The Tenant Leases described in with Regal Theaters and Big B Drugs are sometimes hereinafter referred to as the Rent Roll are in full force and effect (except as to Tenants in bankruptcy who may assume or reject such "Credit Tenant Leases) and, except " and the leases to all other tenants are sometimes collectively hereinafter referred to as set forth on the Rent Roll, no breach exists in "Local Tenant Leases." The tenants or lessees under the payment of rents except Credit Tenant Leases and the Local Tenant Leases are sometimes referred to herein as shown on the Rent Roll, no other default "Credit Tenants" and the "Local Tenants," respectively. The tenants or breach exists on lessees under the part of any Tenant thereunder except Leases are sometimes referred to herein as disclosed to Buyer in writing or identified on the Rent Roll, and except as set forth in Exhibit B, Seller has not received any notice of any alleged default or breach on the part of Seller thereunder. All Deposits (and a statement as to whether interest is payable thereon in accordance with the terms of the applicable Tenant Lease) are listed in the Rent Roll"Tenants."

Tenant Leases. All existing Tenant Leases are listed in the Rent Roll. Seller has delivered, prior Prior to the date hereof, Seller has delivered to Buyer true and complete copies of all Tenant Leases including, but not limited to all amendments and notices of commencement and renewal and all correspondence related thereto, with the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as to the information set forth therein in all material respects effect as of the date set forth thereinEffective Date. Except as set forth in The copies of the Rent Roll Tenant Leases so delivered to Buyer are true and correct copies of the Tenant Leases, Seller has not entered into and the Tenant Leases shown on Schedule "6(a)(x)" are all of the Tenant Leases in effect at the Real Property as of the Effective Date. As of the Effective Date, except as shown on Schedule "6(a)(x)", (A) there are no outstanding leasing commissions or other compensation payable in connection with any oral Tenant Lease (or written Tenant Leaseswhich will, nor has Seller given with the passage of time or occurrence of any person (other than the Tenants named in the Rent Roll) any right of possession to the Property event or any part thereofboth, be payable), and there are no other outstanding Tenant Inducement Costs (as defined below) payable in connection with any Tenant Lease; (B) all of the Tenant Leases or rights of possession. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not given any concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent under any Tenant Lease has been paid more than one (1) month in advance by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit B, no Tenant has any defense or offset to rent accruing after the Closing Date. The Tenant Leases described in the Rent Roll are currently in full force and effect effect; (except as C) none of the Tenant Leases has been amended or modified; (D) no uncured notices of default have been sent by or on behalf of Seller, or received by Seller, in connection with any Tenant Lease; and (E) to Tenants Seller’s Knowledge, neither landlord nor any tenant is in bankruptcy who may assume or reject such Tenant Leases) and, except as set forth on the Rent Roll, no breach exists in the payment of rents except as shown on the Rent Roll, no other material default or breach exists on the part of any of their respective obligations under any Tenant Lease. "Tenant Inducement Costs" means any payments required under a Tenant Lease to be paid by the landlord thereunder except as disclosed to Buyer in writing or identified on for the Rent Roll, and except as set forth in Exhibit B, Seller has not received any notice of any alleged default or breach on the part of Seller thereunder. All Deposits (and a statement as to whether interest is payable thereon in accordance with the terms benefit of the applicable Tenant Lease) are listed in the Rent Rolltenant thereunder for tenant improvements costs, lease buyout costs, moving, design and refurbishment allowances or other similar costs.

Tenant Leases. All existing Tenant Leases are listed in the Rent Roll. Seller has delivered, prior to the date hereof, to Buyer Purchaser true and complete copies of all Tenant Leases including, but not limited to all amendments and notices of commencement and renewal and all correspondence related thereto. To Seller's knowledge, with the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is and Aging Report are accurate as to the information set forth therein in all material respects as of the date set forth therein. Except as set forth in the Rent Roll and the Tenant LeasesLeases or matters of record disclosed in the Title Commitments, Seller has not entered into any oral or written Tenant Leases, nor has Seller given any person (other than the Tenants named in the Rent Roll) any right of possession to the Property or any part thereof, and there are no other Tenant Leases or rights of possession. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not given any concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent under any Tenant Lease has been paid more than one thirty (130) month days in advance of its due date by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except Except as set forth in Exhibit BH, no Tenant tenant has any defense or offset to rent against enforcement of the Lease by the landlord thereunder accruing after the Closing Date. The Tenant Leases described in the Rent Roll are in full force and effect (except as to Tenants tenants in bankruptcy who may assume or reject such Tenant Leases) and, except as set forth on the Rent RollRoll and the Aging Report, to Seller's knowledge, no breach exists in the payment of rents except as shown on the Rent RollRoll and Aging Report, no other default or breach exists on the part of any Tenant tenant thereunder except as disclosed to Buyer Purchaser in writing or identified on the Rent RollRoll and the Aging Report, and except as set forth in Exhibit BH, Seller has not received any notice of any alleged default or breach on the part of Seller thereunder. All Deposits A list of all security deposits (and a statement as to whether interest is payable thereon in accordance with the terms of the applicable Tenant Lease) are listed in shall be supplied along with the Rent Roll. Notwithstanding the foregoing, Purchaser agrees that Seller shall not have breached this representation and warranty with respect to any matter disclosed to Purchaser in a Tenant Estoppel delivered to Purchaser prior to Closing.

Tenant Leases. All existing Tenant Leases are listed Attached hereto as Exhibit E is a list of all outstanding leases or agreements pursuant to which any person occupies, or has the right to occupy, space in the Rent Roll. Seller has delivered, prior to the date hereof, to Buyer true and complete copies of all Tenant Leases including, but not limited to Project including all amendments and notices of commencement modifications thereto and renewal assignments and all correspondence related theretoguaranties thereof (which leases, agreements and other documents, together with the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as to the information set forth therein in all material respects as of documents entered into by Seller after the date set forth therein. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not entered into any oral or written Tenant Leases, nor has Seller given any person (other than the Tenants named in the Rent Roll) any right of possession to the Property or any part thereof, and there are no other Tenant Leases or rights of possession. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not given any concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent under any Tenant Lease has been paid more than one (1) month in advance by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit B, no Tenant has any defense or offset to rent accruing after the Closing Date. The Tenant Leases described in the Rent Roll are in full force and effect (except as to Tenants in bankruptcy who may assume or reject such Tenant Leases) and, except as set forth on the Rent Roll, no breach exists in the payment of rents except as shown on the Rent Roll, no other default or breach exists on the part of any Tenant thereunder except as disclosed to Buyer in writing or identified on the Rent Roll, and except as set forth in Exhibit B, Seller has not received any notice of any alleged default or breach on the part of Seller thereunder. All Deposits (and a statement as to whether interest is payable thereon hereof in accordance with the terms of this Agreement, are referred to collectively as the applicable "Tenant LeaseLeases"). Seller has heretofore delivered to Purchaser true and correct copies of the Tenant Leases. Except as shown on such Exhibit, (i) to the best of Seller's Knowledge, there are listed no material defaults under any of the Tenant Leases and the Tenant Leases are in full force and effect, there are no existing events which with the passage of time or giving of notice or both would become a material default under the Tenant Leases, and there are no disputes, claims or rights of set-off under the Tenant Leases, (ii) except as shown on such exhibit, there are no security deposits nor any rights to refunds of rents previously paid under the Tenant Leases, and all rents due to date have been paid on the Tenant Leases, (iii) there are no brokerage commissions or fees due now or payable in the Rent Rollfuture in connection with the Tenant Leases, (iv) all of the landlord's concessions under the Tenant Leases have been paid and performed in full (other than any unexpired rent abatement set forth in the Tenant Leases), (v) to the best of Seller's Knowledge there are no bankruptcy or insolvency proceedings pending or threatened with respect to any of the tenants under the Tenant Leases, and there are no material adverse changes in the financial condition of any such tenants, and (vi) no tenant has notified Seller in writing of any material, uncured defects or alleged defects in its premises or the common areas of the Project. In the event any such notices are received by Seller between the date of this Agreement and Closing, copies thereof shall be furnished to Purchaser.

Tenant Leases. All existing Attached hereto as Exhibit F is a list of all outstanding leases or agreements (other than the Land Lease) pursuant to which any person occupies, or has the right to occupy, space in the Properties including (without limitation) all amendments and modifications thereto and assignments and guaranties thereof (which leases, agreements and other documents, together with the lease documents entered into with respect to the Properties after the date hereof with the consent of purchaser pursuant to Section 6 below, are herein referred to collectively as the "Tenant Leases"). Except as shown on such exhibit, (a) to the best of Seller's knowledge, there are no defaults under any of the Tenant Leases and the Tenant Leases are listed in full force and effect, there are no existing events which with the passage of time or giving of notice or both could become a default under the Tenant Leases, and there are no disputes, claims or rights of set-off under the Tenant Leases, (b) there are no security deposits nor any rights to refunds of rents previously paid under the Tenant Leases except as shown on Exhibit F, (c) no person has acquired from Seller any options or rights to lease space in the Rent Roll. Seller has delivered, prior to the date hereof, to Buyer true and complete copies of all Properties or extend any Tenant Leases including, but not limited to all amendments and notices or rights of commencement and renewal and all correspondence related thereto, with first refusal or offer for space in the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as to the information set forth therein in all material respects as of the date set forth therein. Except Properties except as set forth in the Rent Roll and the Tenant Leases, Seller has not entered into any oral or written Tenant Leases, nor has Seller given any person (other than the Tenants named in the Rent Rolld) any right of possession to the Property or any part thereof, and there are no other brokerage commissions or fees due now or payable in the future in connection with the Tenant Leases or rights of possession. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not given any concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent under any Tenant Lease has been paid more than one (1) month in advance by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit BF and Seller agrees to pay all such commissions and fees, no Tenant has any defense (e) all of the landlord's obligations to construct tenant improvements or offset to rent accruing after reimburse the Closing Date. The tenants for tenant improvements under the Tenant Leases described have been paid and performed in full and all concessions (other than any unexpired rent abatement set forth in the Rent Roll are in full force and effect (except as to Tenants in bankruptcy who may assume or reject such Tenant Leases) from the landlord under the Tenant Leases have been paid and performed in full, (f) to the best of Seller's knowledge there are no bankruptcy or insolvency proceedings pending or threatened with respect to any of the tenants under the Tenant Leases, and (g) no tenant has notified Seller in writing of any material, uncured defect or alleged defect in its premises or the common areas of the Properties. In the event any such notices are received by Seller between the date of this Agreement and Closing, copies thereof shall be furnished to Purchaser, and if the cost to correct the matters referred to therein (together with the cost of correcting all other matters requiring correction by Seller under this Agreement prior to Closing) exceeds $50,000 and Seller elects not to correct such matters, then Purchaser may terminate this Agreement (and, except as set forth on the Rent Rollin such event, no breach exists in the payment Purchaser shall be entitled to a return of rents except as shown on the Rent Roll, no other default or breach exists on the part of any Tenant thereunder except as disclosed to Buyer in writing or identified on the Rent Roll, and except as set forth in Exhibit B, Seller has not received any notice of any alleged default or breach on the part of Seller thereunder. All Deposits (and a statement as to whether interest is payable thereon in accordance with the terms of the applicable Tenant Lease) are listed in the Rent Rollits Earnxxx Xxxey).

Tenant Leases. All existing Attached hereto as SCHEDULE 8.1.9 is a list of all the Tenant Leases. With the delivery of the Due Diligence Documentation, Seller has or will provide to Buyer a true, accurate and complete copy of each Tenant Lease set forth on SCHEDULE 8.1.9. Each Tenant Lease is and at Closing will be (i) in full force and effect; and (ii) has not been amended, modified or supplemented in any material way except as set forth in the copies of the Tenant Leases are listed in the Rent Roll. Seller has delivered, prior to the date hereof, provided to Buyer true with the execution of this Agreement. No material default on the part of the Seller exists under any of the Tenant Leases nor will any exist as of the Closing. There are no defaults by Tenants under any of the Tenant Leases, except as set forth on SCHEDULE 8.1.9. Each Tenant Lease (except for suites 100, 110 and complete copies 220) is a full net lease requiring such Tenant to pay its proportionate share of all Tenant Leases costs and expenses of operating the Property, including, but not limited to common area expenses, capital repairs and replacements and a property management fee of four (4%) percent. As of the Closing, all amendments Tenant improvements, repairs and notices other work and obligations, if any, then required to be performed by the Seller under each of commencement the Tenant Leases will be fully performed and renewal and all correspondence related thereto, with the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as paid for prior to the information set forth therein in all material respects as of the date set forth thereinClosing. Except Seller has not committed to any Tenant improvements or allowances, except as set forth in the Rent Roll and Tenant Leases for periods arising after the Tenant Leases, Closing. Seller has not entered into accepted the payment of rent or other sums due under any oral or written Tenant Leases, nor has Seller given any person (other than of the Tenants named in the Rent Roll) any right of possession to the Property or any part thereof, and there are no other Tenant Leases or rights of possession. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not given any concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent under any Tenant Lease has been paid for more than one (1) month in advance by any Tenantadvance. No None of the Tenant has made any claim against Seller for any security deposits Leases or other deposits (which has not rents payable thereunder have been satisfied)assigned, andpledged or encumbered, except as set forth in Exhibit B, no Tenant has any defense or offset to rent accruing after the Closing Date. The Tenant Leases described in the Rent Roll are in full force and effect (except as to Tenants in bankruptcy who may assume or reject such Tenant Leases) and, except as set forth on the Rent Roll, no breach exists in the payment of rents except as shown on the Rent Roll, no other default or breach exists on the part of any Tenant thereunder except as disclosed to Buyer in writing or identified on the Rent Roll, and except as set forth in Exhibit B, Seller has not received any notice of any alleged default or breach on the part of Seller thereunder. All Deposits (and a statement as to whether interest is payable thereon in accordance with the terms of the applicable Tenant Lease) are listed in the Rent RollMortgagee.

Tenant Leases. All existing Attached hereto as Exhibit G is a list of all outstanding leases or agreements (other than the Land Leases) pursuant to which any person occupies, or has the right to occupy, space in the Properties including (without limitation) all amendments and modifications thereto and assignments and guaranties thereof (which leases, agreements and other documents, together with the lease documents entered into with respect to the Properties after the date hereof with the consent of purchaser pursuant to Section 6 below, are herein referred to collectively as the "Tenant Leases"). Except as shown on such exhibit, (a) to the best of Seller's knowledge, there are no defaults under any of the Tenant Leases and the Tenant Leases are listed in full force and effect, there are no existing events which with the passage of time or giving of notice or both could become a default under the Tenant Leases, and there are no disputes, claims or rights of set-off under the Tenant Leases, (b) there are no security deposits nor any rights to refunds of rents previously paid under the Tenant Leases except as shown on Exhibit G, (c) no person has acquired from Seller any options or rights to lease space in the Rent Roll. Seller has delivered, prior to the date hereof, to Buyer true and complete copies of all Properties or extend any Tenant Leases including, but not limited to all amendments and notices or rights of commencement and renewal and all correspondence related thereto, with first refusal or offer for space in the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as to the information set forth therein in all material respects as of the date set forth therein. Except Properties except as set forth in the Rent Roll and the Tenant Leases, Seller has not entered into any oral or written Tenant Leases, nor has Seller given any person (other than the Tenants named in the Rent Rolld) any right of possession to the Property or any part thereof, and there are no other brokerage commissions or fees due now or payable in the future in connection with the Tenant Leases or rights of possession. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not given any concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent under any Tenant Lease has been paid more than one (1) month in advance by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit BG and Seller agrees to pay all such commissions and fees, no Tenant has any defense (e) all of the landlord's obligations to construct tenant improvements or offset to rent accruing after reimburse the Closing Date. The tenants for tenant improvements under the Tenant Leases described have been paid and performed in full and all concessions (other than any unexpired rent abatement set forth in the Rent Roll are in full force and effect (except as to Tenants in bankruptcy who may assume or reject such Tenant Leases) from the landlord under the Tenant Leases have been paid and performed in full, (f) to the best of Seller's knowledge there are no bankruptcy or insolvency proceedings pending or threatened with respect to any of the tenants under the Tenant Leases, and (g) no tenant has notified Seller in writing of any material, uncured defect or alleged defect in its premises or the common areas of the Properties. In the event any such notices are received by Seller between the date of this Agreement and Closing, copies thereof shall be furnished to Purchaser, and if the cost to correct the matters referred to therein (together with the cost of correcting all other matters requiring correction by Seller under this Agreement prior to Closing) exceeds $50,000 and Seller elects not to correct such matters, then Purchaser may terminate this Agreement (and, except as set forth on the Rent Rollin such event, no breach exists in the payment Purchaser shall be entitled to a return of rents except as shown on the Rent Roll, no other default or breach exists on the part of any Tenant thereunder except as disclosed to Buyer in writing or identified on the Rent Roll, and except as set forth in Exhibit B, Seller has not received any notice of any alleged default or breach on the part of Seller thereunder. All Deposits (and a statement as to whether interest is payable thereon in accordance with the terms of the applicable Tenant Lease) are listed in the Rent Rollits Earnxxx Xxxey).

Tenant Leases. All existing Attached hereto as Exhibit E is a list of all outstanding leases or agreements pursuant to which any person occupies, or has the right to occupy, space in the Properties including (without limitation) all amendments and modifications thereto and assignments and guaranties thereof (which leases, agreements and other documents, together with the lease documents entered into with respect to the Properties after the date hereof with the consent of purchaser pursuant to Section 6 below, are herein referred to collectively as the "Tenant Leases"). Except as shown on such exhibit, (a) to the best of Seller's knowledge, there are no defaults under any of the Tenant Leases and the Tenant Leases are listed in full force and effect, there are no existing events which with the passage of time or giving of notice or both could become a default under the Tenant Leases, and there are no disputes, claims or rights of set-off under the Tenant Leases, (b) there are no security deposits nor any rights to refunds of rents previously paid under the Tenant Leases except as shown on Exhibit E, (c) no person has acquired from Seller any options or rights to lease space in the Rent Roll. Seller has delivered, prior to the date hereof, to Buyer true and complete copies of all Properties or extend any Tenant Leases including, but not limited to all amendments and notices or rights of commencement and renewal and all correspondence related thereto, with first refusal or offer for space in the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as to the information set forth therein in all material respects as of the date set forth therein. Except Properties except as set forth in the Rent Roll and the Tenant Leases, Seller has not entered into any oral or written Tenant Leases, nor has Seller given any person (other than the Tenants named in the Rent Rolld) any right of possession to the Property or any part thereof, and there are no other brokerage commissions or fees due now or payable in the future in connection with the Tenant Leases or rights of possession. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not given any concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent under any Tenant Lease has been paid more than one (1) month in advance by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit BE and Seller agrees to pay all such commissions and fees, no Tenant has any defense (e) all of the landlord's obligations to construct tenant improvements or offset to rent accruing after reimburse the Closing Date. The tenants for tenant improvements under the Tenant Leases described have been paid and performed in full and all concessions (other than any unexpired rent abatement set forth in the Rent Roll are in full force and effect (except as to Tenants in bankruptcy who may assume or reject such Tenant Leases) from the landlord under the Tenant Leases have been paid and performed in full, (f) to the best of Seller's knowledge there are no bankruptcy or insolvency proceedings pending or threatened with respect to any of the tenants under the Tenant Leases, and (g) no tenant has notified Seller in writing of any material, uncured defect or alleged defect in its premises or the common areas of the Properties. In the event any such notices are received by Seller between the date of this Agreement and Closing, copies thereof shall be furnished to Purchaser, and if the cost to correct the matters referred to therein (together with the cost of correcting all other matters requiring correction by Seller under this Agreement prior to Closing) exceeds $50,000 and Seller elects not to correct such matters, then Purchaser may terminate this Agreement (and, except as set forth on the Rent Rollin such event, no breach exists in the payment Purchaser shall be entitled to a return of rents except as shown on the Rent Roll, no other default or breach exists on the part of any Tenant thereunder except as disclosed to Buyer in writing or identified on the Rent Roll, and except as set forth in Exhibit B, Seller has not received any notice of any alleged default or breach on the part of Seller thereunder. All Deposits (and a statement as to whether interest is payable thereon in accordance with the terms of the applicable Tenant Lease) are listed in the Rent Rollits Xxxxxxx Money).

Tenant Leases. All existing Attached hereto as Exhibit F is a list of all outstanding leases or agreements pursuant to which any person occupies, or has the right to occupy, space in the Properties including (without limitation) all amendments and modifications thereto and assignments and guaranties thereof (which leases, agreements and other documents, together with the lease documents entered into with respect to the Properties after the date hereof with the consent of purchaser pursuant to Section 6 below, are herein referred to collectively as the "Tenant Leases"). Except as shown on such exhibit, (a) to the best of Seller's knowledge, there are no defaults under any or the Tenant Leases and the Tenant Leases are listed in full force and effect, there are no existing events which with the passage of time or giving of notice or both could become a default under the Tenant Leases, and there are no disputes, claims or rights of set-off under the Tenant Leases, (b) there are no security deposits nor any rights to refunds of rents previously paid under the Tenant Leases except as shown on Exhibit F, (c) no person has acquired from Seller any options or rights to lease space in the Rent Roll. Seller has delivered, prior to the date hereof, to Buyer true and complete copies of all Properties or extend any Tenant Leases including, but not limited to all amendments and notices or rights of commencement and renewal and all correspondence related thereto, with first refusal or offer for space in the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as to the information set forth therein in all material respects as of the date set forth therein. Except Properties except as set forth in the Rent Roll and the Tenant Leases, Seller has not entered into any oral or written Tenant Leases, nor has Seller given any person (other than the Tenants named in the Rent Rolld) any right of possession to the Property or any part thereof, and there are no other brokerage commissions or fees due now or payable in the future in connection with the Tenant Leases or rights of possession. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not given any concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent under any Tenant Lease has been paid more than one (1) month in advance by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit BF and Seller agrees to pay all such commissions and fees, no Tenant has any defense (e) all of the landlord's obligations to construct tenant improvements or offset to rent accruing after reimburse the Closing Date. The tenants for tenant improvements under the Tenant Leases described have been paid and performed in full and all concessions (other than any unexpired rent abatement set forth in the Rent Roll are in full force and effect (except as to Tenants in bankruptcy who may assume or reject such Tenant Leases) from the landlord under the Tenant Leases have been paid and performed in full, (f) to the best of Seller's knowledge there are no bankruptcy or insolvency proceedings pending or threatened with respect to any of the tenants under the Tenant Leases, and (g) no tenant has notified Seller in writing of any material, uncured defect or alleged defect in its premises or the common areas of the Properties. In the event any such notices are received by Seller between the date of this Agreement and Closing, copies thereof shall be furnished to Purchaser, and if the cost to correct the matters referred to therein (together with the cost of correcting all other matters requiring correction by Seller under this Agreement prior to Closing) exceeds $50,000 and Seller elects not to correct such matters, then Purchaser may terminate this Agreement (and, except as set forth on the Rent Rollin such event, no breach exists in the payment Purchaser shall be entitled to a return of rents except as shown on the Rent Roll, no other default or breach exists on the part of any Tenant thereunder except as disclosed to Buyer in writing or identified on the Rent Roll, and except as set forth in Exhibit B, Seller has not received any notice of any alleged default or breach on the part of Seller thereunder. All Deposits (and a statement as to whether interest is payable thereon in accordance with the terms of the applicable Tenant Lease) are listed in the Rent Rollits Xxxxxxx Money).

Tenant Leases. All existing Attached hereto as SCHEDULE 6 is a true, accurate and complete listing of each Tenant, space occupied, lease term, options to renewal by date, current rent, lease expiration date for the Property and each guarantor for each such lease with a statement of all letters of credit or other security for such Tenant Leases are listed in (herein the "Rent Roll. Seller has delivered, prior to the date hereof, to Buyer true and complete copies of all Tenant Leases including, but not limited to all amendments and notices of commencement and renewal and all correspondence related thereto, with the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as to the information set forth therein in all material respects ") as of the date Effective Date. With the delivery of the Due Diligence Documentation, Seller has or will provide to Buyer a true, accurate and complete copy of each Tenant Lease and each Guaranty associated with each Tenant Lease (the "LEASE GUARANTEE(s)") as set forth thereinon SCHEDULE 6. Except Each Tenant Lease and Lease Guarantee is and at Closing will be: (i) in full force and effect; and (ii) has not been amended, modified or supplemented in any material way except as set forth in the Rent Roll and copies of the Tenant LeasesLeases and Lease Guarantees provided to Buyer. No material default on the part of the Seller exists under any of the Tenant Leases or Lease Guarantee nor will any exist as of the Closing. To Seller's Knowledge, Seller has not entered into any oral or written Tenant Leases, nor has Seller given any person (other than the Tenants named in the Rent Roll) any right of possession to the Property or any part thereof, and there are no other defaults by Tenants under any of the Tenant Leases or rights of possession. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not given any concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent guarantors under any Tenant Lease has been paid more than one (1) month in advance by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit B, no Tenant has any defense or offset to rent accruing after the Closing Date. The Tenant Leases described in the Rent Roll are in full force and effect (except as to Tenants in bankruptcy who may assume or reject such Tenant Leases) andGuarantee, except as set forth on SCHEDULE 6. Except for collateral assignments to secure indebtedness to be paid by Sellers at Closing, none of the Rent RollTenant Leases or rents payable thereunder have been assigned, no breach exists in the payment of rents except as shown on the Rent Roll, no other default pledged or breach exists on the part of any Tenant thereunder except as disclosed to Buyer in writing or identified on the Rent Roll, and except as set forth in Exhibit B, encumbered. Seller has not received nor delivered any written notice of asserting a material default under any alleged default or breach on the part of Seller thereunder. All Deposits (and a statement as to whether interest is payable thereon in accordance with the terms of the applicable Tenant Lease) are listed in the Rent RollLeases, which remains uncured.

Tenant Leases. All existing Attached hereto as Exhibit F is a list of all outstanding leases or agreements (other than the Land Leases) pursuant to which any person occupies, or has the right to occupy, space in the Properties including (without limitation) all amendments and modifications thereto and assignments and guaranties thereof (which leases, agreements and other documents, together with the lease documents entered into with respect to the Properties after the date hereof with the consent of purchaser pursuant to Section 6 below, are herein referred to collectively as the "Tenant Leases"). Except as shown on such exhibit, (a) to the best of Seller's knowledge, there are no defaults under any of the Tenant Leases and the Tenant Leases are listed in full force and effect, there are no existing events which with the passage of time or giving of notice or both could become a default under the Tenant Leases, and there are no disputes, claims or rights of set-off under the Tenant Leases, (b) there are no security deposits nor any rights to refunds of rents previously paid under the Tenant Leases except as shown on Exhibit F, (c) no person has acquired from Seller any options or rights to lease space in the Rent Roll. Seller has delivered, prior to the date hereof, to Buyer true and complete copies of all Properties or extend any Tenant Leases including, but not limited to all amendments and notices or rights of commencement and renewal and all correspondence related thereto, with first refusal or offer for space in the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as to the information set forth therein in all material respects as of the date set forth therein. Except Properties except as set forth in the Rent Roll and the Tenant Leases, Seller has not entered into any oral or written Tenant Leases, nor has Seller given any person (other than the Tenants named in the Rent Rolld) any right of possession to the Property or any part thereof, and there are no other brokerage commissions or fees due now or payable in the future in connection with the Tenant Leases or rights of possession. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not given any concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent under any Tenant Lease has been paid more than one (1) month in advance by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit BF and Seller agrees to pay all such commissions and fees, no Tenant has any defense (e) all of the landlord's obligations to construct tenant improvements or offset to rent accruing after reimburse the Closing Date. The tenants for tenant improvements under the Tenant Leases described have been paid and performed in full and all concessions (other than any unexpired rent abatement set forth in the Rent Roll are in full force and effect (except as to Tenants in bankruptcy who may assume or reject such Tenant Leases) from the landlord under the Tenant Leases have been paid and performed in full, (f) to the best of Seller's knowledge there are no bankruptcy or insolvency proceedings pending or threatened with respect to any of the tenants under the Tenant Leases, and (g) no tenant has notified Seller in writing of any material, uncured defect or alleged defect in its premises or the common areas of the Properties. In the event any such notices are received by Seller between the date of this Agreement and Closing, copies thereof shall be furnished to Purchaser, and if the cost to correct the matters referred to therein (together with the cost of correcting all other matters requiring correction by Seller under this Agreement prior to Closing) exceeds $50,000 and Seller elects not to correct such matters, then Purchaser may terminate this Agreement (and, except as set forth on the Rent Rollin such event, no breach exists in the payment Purchaser shall be entitled to a return of rents except as shown on the Rent Roll, no other default or breach exists on the part of any Tenant thereunder except as disclosed to Buyer in writing or identified on the Rent Roll, and except as set forth in Exhibit B, Seller has not received any notice of any alleged default or breach on the part of Seller thereunder. All Deposits (and a statement as to whether interest is payable thereon in accordance with the terms of the applicable Tenant Lease) are listed in the Rent Rollits Earnxxx Xxxey).

Tenant Leases. All Seller shall not, from and after the last day of the Inspection Period, (i) grant any consent or waive any material rights under the Leases, (ii) terminate any Lease, or (iii) enter into a new lease, modify an existing Tenant Leases are listed Lease or renew, extend or expand an existing Lease in each case without the Rent Rollprior written approval of Purchaser (an "APPROVED NEW LEASE"), which in each case shall not be unreasonably withheld, conditioned or delayed, and which shall be deemed granted if Purchaser fails to respond to a request for approval within five (5) business days after receipt of the request therefor together with a summary of lease terms and credit information of the proposed tenant. Purchaser has no right to review and approve any Approved New Lease during the Inspection Period, but Seller agrees to furnish Purchaser copies of any Approved New Lease signed during the Inspection Period promptly following receipt thereof. Seller has delivered, prior also agrees to the date hereof, to Buyer true and complete promptly furnish Purchaser with copies of all Tenant Leases includingany new lease, but not limited to all amendments and notices of commencement and renewal and all correspondence related theretoexpansion proposals given or received by Seller during the Inspection Period. If, during the Inspection Period, Seller receives an offer (the "OFFER") to lease any currently vacant space within the Improvements which Seller is willing to accept, Seller agrees to provide written notice (the "OFFER NOTICE") to Centene setting forth the terms of the Offer, including the space covered thereby (the "OFFER SPACE"), and providing Centene with the exception right of that certain first refusal (the "ROFR") to lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as to Offer Space on the information set forth therein in all material respects as of the date set forth therein. Except same terms as set forth in the Rent Roll Offer, but not otherwise. Centene shall have five (5) business days following the date of the Offer Notice within which to elect to exercise the ROFR as to such Offer Space. If Centene exercises the ROFR and unconditionally accepts the Tenant LeasesOffer within such five (5) business day period, Seller has not entered into any oral or written Tenant Leases, nor has Seller given any person (other than the Tenants named in existing Centene Lease will be deemed automatically amended to expand Centene's existing premises to include the Rent Roll) any right of possession to Offer Space on the Property or any part thereof, and there are no other Tenant Leases or rights of possession. Except as terms set forth in the Rent Roll and the Tenant Leases, Seller has not given any concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent under any Tenant Lease has been paid more than one (1) month in advance by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), Offer Notice and, except as if requested by either Seller or Centene, the parties shall promptly execute and deliver an amendment to the existing Centene Lease expanding Centene's premises to include the Offer Space on the terms set forth in Exhibit Bthe Offer. If Seller fails to receive written notice from Centene exercising the ROFR and unconditionally accepting the Offer within such five (5) business day period, no Tenant has any defense or offset Centene will be deemed to rent accruing after have rejected the Closing Date. The Tenant Leases described in Offer and Seller will be free to lease the Rent Roll are in full force and effect (except as to Tenants in bankruptcy who may assume or reject such Tenant Leases) and, except as set forth Offer Space on the Rent Roll, no breach exists in the payment of rents except as shown on the Rent Roll, no other default or breach exists on the part of any Tenant thereunder except as disclosed to Buyer in writing or identified on the Rent Roll, and except as terms set forth in Exhibit Bthe Offer or such other terms as Seller may deem acceptable, as long as the base rental rate is no less than that set forth in the Offer Notice. If Centene fails to exercise the ROFR and Seller thereafter desires to lease the Offer Space at a rental rate less than that set forth in the Offer Notice, Seller has not received any notice of any alleged default agrees to provide Centene with an additional Offer Notice (the "REVISED OFFER NOTICE") offering to lease the Offer Space to Centene at such reduced rental rate, which must be unconditionally accepted (or breach on otherwise be deemed rejected) by Centene within two (2) business days following the part of Seller thereunder. All Deposits (and a statement as to whether interest is payable thereon in accordance with the terms date of the applicable Tenant Lease) are listed in the Rent RollRevised Offer Notice. THE ROFR DOES NOT COVER OR INCLUDE ANY SPACE WITHIN THE IMPROVEMENTS CURRENTLY LEASED OR OVER WHICH ANY EXISTING TENANT HAS ANY EXPANSION OR OTHER RIGHT WITH RESPECT THERETO. FURTHER, THE ROFR SHALL NOT BE CONSIDERED A PART OF THE CENTENE LEASE AND SHALL AUTOMATICALLY EXPIRE AND BE OF NO FURTHER EFFECT FROM AND AFTER THE DATE THIS AGREEMENT TERMINATES OR OTHERWISE EXPIRES BY ITS TERMS.

Tenant Leases. All existing Attached hereto as SCHEDULE 8.1.9 is a list of all the Tenant Leases are listed in Leases. With the Rent Roll. delivery of this Agreement, Seller has delivered, prior to the date hereof, provided to Buyer true a true, accurate and complete copies copy of all each Tenant Leases including, but not limited to all amendments and notices of commencement and renewal and all correspondence related thereto, with the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as to the information Lease set forth therein on SCHEDULE 8.1.9. Each Tenant Lease is and at Closing will be (i) in all full force and effect; and (ii) has not been amended, modified or supplemented in any material respects as of the date set forth therein. Except way except as set forth in the Rent Roll and copies of the Tenant Leases provided to Buyer with the execution of this Agreement; or, (iii) as required by 4.1.15. No material default on the part of the Seller exists under any of the Tenant Leases nor will any exist as of the Closing. There are no defaults by Tenants under any of the Tenant Leases, except as set forth on SCHEDULE 8.1.9. As of the Closing, all Tenant improvements, repairs and other work and obligations, if any, then required to be performed by the Seller under each of the Tenant Leases will be fully performed and paid for prior to the Closing. Seller has not entered into committed to any oral Tenant improvements or written Tenant Leasesallowances, nor has Seller given any person (other than the Tenants named in the Rent Roll) any right of possession to the Property or any part thereof, and there are no other Tenant Leases or rights of possession. Except except as set forth in the Rent Roll and Tenant Leases for periods arising after the Tenant Leases, Closing. Seller has not given any concessions accepted the payment of any kind rent or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent sums due under any of the Tenant Lease has been paid Leases for more than one (1) month in advance by any Tenantadvance. No None of the Tenant has made any claim against Seller for any Leases or rents payable thereunder have been assigned, pledged or encumbered, except to the Mortgagee. All unapplied security deposits deposits, reserve accounts, escrow funds or other deposits (which has not similar payments required by the Tenants have been satisfied), and, except as set forth in Exhibit B, no Tenant has any defense or offset to rent accruing after the Closing Date. The Tenant Leases described in the Rent Roll paid and are in full force and effect (except as to Tenants in bankruptcy who may assume or reject such Tenant Leases) and, except as set forth on the Rent Roll, no breach exists in the payment of rents except as shown on the Rent Roll, no other default or breach exists on the part of any Tenant thereunder except as disclosed to Buyer in writing or identified on the Rent Roll, and except as set forth in Exhibit B, held by Seller has not received any notice of any alleged default or breach on the part of Seller thereunder. All Deposits (and a statement as to whether interest is payable thereon in accordance with the terms and provisions of the applicable Tenant Lease) are listed in the Rent RollLeases.

Tenant Leases. All existing Attached hereto as SCHEDULE 8 is a true, accurate and complete listing of each Tenant, space occupied, lease term, options to renewal by date, current rent, lease expiration date for the Property and each guarantor for each such lease with a statement of all letters of credit or other security for such Tenant Leases are listed in (herein the "Rent Roll. Seller has delivered, prior to the date hereof, to Buyer true and complete copies of all Tenant Leases including, but not limited to all amendments and notices of commencement and renewal and all correspondence related thereto, with the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as to the information set forth therein in all material respects ") as of the date Effective Date. With the delivery of the Due Diligence Documentation, Sellers have or will provide to Buyer a true, accurate and complete copy of each Tenant Lease and each Guaranty associated with each Tenant Lease (the "LEASE GUARANTEE(s)") as set forth thereinon SCHEDULE 8. Except Each Tenant Lease is and Lease Guarantee and at Closing will be: (i) in full force and effect; and (ii) has not been amended, modified or supplemented in any material way except as set forth in the Rent Roll and copies of the Tenant LeasesLeases and Lease Guarantee provided to Buyer. No material default on the part of Sellers exists under any of the Tenant Leases or Lease Guarantee nor will any exist as of the Closing. To Sellers' Knowledge, Seller has not entered into any oral or written Tenant Leases, nor has Seller given any person (other than the Tenants named in the Rent Roll) any right of possession to the Property or any part thereof, and there are no other defaults by Tenants under any of the Tenant Leases or rights of possession. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not given any concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent guarantors under any Tenant Lease has been paid more than one (1) month in advance by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit B, no Tenant has any defense or offset to rent accruing after the Closing Date. The Tenant Leases described in the Rent Roll are in full force and effect (except as to Tenants in bankruptcy who may assume or reject such Tenant Leases) and, Guarantee except as set forth on SCHEDULE 8. Except for collateral assignments to secure indebtedness to be paid by Sellers at Closing, none of the Rent RollTenant Leases or rents payable thereunder have been assigned, no breach exists in the payment of rents except as shown on the Rent Roll, no other default pledged or breach exists on the part of any Tenant thereunder except as disclosed to Buyer in writing or identified on the Rent Roll, and except as set forth in Exhibit B, Seller has encumbered. Sellers have not received nor delivered any written notice of asserting a material default under any alleged default or breach on the part of Seller thereunder. All Deposits (and a statement as to whether interest is payable thereon in accordance with the terms of the applicable Tenant Lease) are listed in the Rent RollLeases, which remains uncured.

Tenant Leases. All existing Attached hereto as Exhibit G is a list of all outstanding leases or agreements (other than the Land Leases) pursuant to which any person occupies, or has the right to occupy, space in the Properties including (without limitation) all amendments and modifications thereto and assignments and guaranties thereof (which leases, agreements and other documents, together with the lease documents entered into with respect to the Properties after the date hereof with the consent of purchaser pursuant to Section 6 below, are herein referred to collectively as the "Tenant Leases"). Except as shown on such exhibit, (a) to the best of Seller's knowledge, there are no defaults under any of the Tenant Leases and the Tenant Leases are listed in full force and effect, there are no existing events which with the passage of time or giving of notice or both could become a default under the Tenant Leases, and there are no disputes, claims or rights of set-off under the Tenant Leases, (b) there are no security deposits nor any rights to refunds of rents previously paid under the Tenant Leases except as shown on Exhibit G, (c) no person has acquired from Seller any options or rights to lease space in the Rent Roll. Seller has delivered, prior to the date hereof, to Buyer true and complete copies of all Properties or extend any Tenant Leases including, but not limited to all amendments and notices or rights of commencement and renewal and all correspondence related thereto, with first refusal or offer for space in the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as to the information set forth therein in all material respects as of the date set forth therein. Except Properties except as set forth in the Rent Roll and the Tenant Leases, Seller has not entered into any oral or written Tenant Leases, nor has Seller given any person (other than the Tenants named in the Rent Rolld) any right of possession to the Property or any part thereof, and there are no other brokerage commissions or fees due now or payable in the future in connection with the Tenant Leases or rights of possession. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not given any concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent under any Tenant Lease has been paid more than one (1) month in advance by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit BG and Seller agrees to pay all such commissions and fees, no Tenant has any defense (e) all of the landlord's obligations to construct tenant improvements or offset to rent accruing after reimburse the Closing Date. The tenants for tenant improvements under the Tenant Leases described have been paid and performed in full and all concessions (other than any unexpired rent abatement set forth in the Rent Roll are in full force and effect (except as to Tenants in bankruptcy who may assume or reject such Tenant Leases) from the landlord under the Tenant Leases have been paid and performed in full, (f) to the best of Seller's knowledge there are no bankruptcy or insolvency proceedings pending or threatened with respect to any of the tenants under the Tenant Leases, and (g) no tenant has notified Seller in writing of any material, uncured defect or alleged defect in its premises or the common areas of the Properties. In the event any such notices are received by Seller between the date of this Agreement and Closing, copies thereof shall be furnished to Purchaser, and if the cost to correct the matters referred to therein (together with the cost of correcting all other matters requiring correction by Seller under this Agreement prior to Closing) exceeds $50,000 and Seller elects not to correct such matters, then Purchaser may terminate this Agreement (and, except as set forth on the Rent Rollin such event, no breach exists in the payment Purchaser shall be entitled to a return of rents except as shown on the Rent Roll, no other default or breach exists on the part of any Tenant thereunder except as disclosed to Buyer in writing or identified on the Rent Roll, and except as set forth in Exhibit B, Seller has not received any notice of any alleged default or breach on the part of Seller thereunder. All Deposits (and a statement as to whether interest is payable thereon in accordance with the terms of the applicable Tenant Lease) are listed in the Rent Rollits Xxxxxxx Money).