Common use of Tenant Leases Clause in Contracts

Tenant Leases. With respect to the Property, a true, correct and complete copy of all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the Property, including all amendments, supplements, and modifications to such agreements (the “Company Leases”) have been made available to MAMP. The rent roll for the Property, as of April 30, 2019, included on Schedule 3.12(a) is true and correct in all material respects. Each Company Lease that equals or exceeds 25,000 rentable square feet is set forth on Schedule 3.12(b) (each, a “Major Lease”). Each Major Lease is in full force and effect and no breach or default by the Company or, to Company’s Knowledge, by the tenant thereunder, has occurred and is continuing under any Major Lease. No event has occurred which, with the notice or lapse of time (or both) would reasonably be expected to constitute an event of default under any Major Lease by the Company or any Company Subsidiary or, to the Company’s Knowledge, by the tenant thereunder. Except as set forth on Schedule 3.12(b) attached hereto, (1) no fixed or so-called base rent payments, reimbursements or payments in respect of operating expenses, real estate taxes, and other charges (collectively, “Rents”) or other payment due from the tenant under any Major Lease is delinquent for greater than thirty (30) days past its due date or has been paid more than thirty (30) days in advance of its due date, (2) there is no remaining obligation on the part of any landlord under any Major Lease to construct, install or pay or reimburse the cost of any tenant improvements, fixtures, furnishings or equipment or otherwise to make any payments to the tenant that, in each case, is not documented in the Major Lease, (3) to the Company’s Knowledge, except for tenants in possession under the Company Leases and permitted and disclosed subleases, there are no parties in possession or claiming any right to possession, of any portion of the Property as lessees, tenants at sufferance, trespassers or otherwise, (4) none of the tenants under any Major Lease has provided written notice to the Company or any Company Subsidiary that such tenant is subject to any bankruptcy, reorganization, insolvency or similar proceedings, and (5) to the Company’s Knowledge, no Rents have been paid or collected more than one (1) month in advance from any tenant under any Major Lease.

Tenant Leases. With respect to Except as disclosed on Schedule 7.1(h)(ix) and in the Property, a true, correct and complete copy of all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the Property, including all amendments, supplements, and modifications to such agreements (the “Company Leases”) have been made available to MAMP. The rent roll for the PropertySecured Pool Properties delivered to and approved by the Administrative Agent in connection with the disbursement of Loan proceeds on the Agreement Date (the “Rent Roll”), as of April 30and on the estoppel certificates from the tenants at the Secured Pool Properties delivered to the Administrative Agent on the Agreement Date, 2019, included on Schedule 3.12(awith respect to the Secured Pool Properties: (a) the Loan Party owning the fee interest in the Secured Pool Property relating to such Rent Roll (the “Applicable Loan Party”) is true the sole owner of the entire lessor’s interest in the Tenant Leases; provided, with respect to the Secured Pool Properties known as “250 X. Xxxxx” and correct “Colorado Building”, the Loan Parties owning such properties are tenants-in-common which own undivided interests in all material respects. Each Company Lease that equals or exceeds 25,000 rentable square feet is such properties; (b) to each Loan Party’s knowledge, the Tenant Leases are valid and enforceable against the Applicable Loan Party and the tenants set forth on Schedule 3.12(b) (each, a “Major Lease”). Each Major Lease is therein and are in full force and effect effect; (c) all of the Tenant Leases are arms-length agreements with bona fide, independent third parties; (d) to each Loan Party’s knowledge, no party under any Tenant Lease is in default beyond any applicable notice and/or grace period thereunder; (e) all rents due have been paid in full and no breach or default by the Company ortenant is in arrears in its payment of rent (other than payment of work orders, to Company’s Knowledge, by the tenant thereunder, has occurred direct utility recovery and is continuing under any Major Lease. No event has occurred which, with the notice or lapse of time (or both) would reasonably be expected to constitute an event of default under any Major Lease by the Company or any Company Subsidiary or, to the Company’s Knowledge, by the tenant thereunder. Except as set forth on Schedule 3.12(b) attached hereto, (1) no fixed or so-called base rent payments, reimbursements or payments in respect of operating expenses, real estate taxes, and other charges (collectively, “Rents”) or other payment due from the tenant under any Major Lease is delinquent for greater CAM reconciliation not more than thirty (30) 60 days past its due date or due); (f) neither the Parent, the Borrower nor the Applicable Loan Party nor any of their Affiliates has been paid more than thirty (30) days in advance of its due date, (2) there is no remaining obligation on the part of any landlord under any Major Lease to construct, install or pay or reimburse the cost of any tenant improvements, fixtures, furnishings or equipment assigned or otherwise to make any payments to pledged or hypothecated the tenant that, in each case, is not documented rents reserved in the Major Lease, Tenant Leases; (3) to the Company’s Knowledge, except for tenants in possession under the Company Leases and permitted and disclosed subleases, there are no parties in possession or claiming any right to possession, of any portion of the Property as lessees, tenants at sufferance, trespassers or otherwise, (4g) none of the tenants under any Major Lease rents has provided written notice to the Company or any Company Subsidiary that such tenant is subject to any bankruptcy, reorganization, insolvency or similar proceedings, and (5) to the Company’s Knowledge, no Rents have been paid or collected for more than one (1) month in advance from (except security deposits, percentage rent, if any, and other amounts collected and subject to later reconciliation pursuant to the terms of the applicable Tenant Leases, which shall not be deemed rent collected in advance); (h) the premises demised under the Tenant Leases have been completed and the tenants have accepted the same and have taken possession of the same on a rent-paying basis with no rent concessions to any tenants; (i) to each Loan Party’s knowledge, there exist no offsets or defenses to the payment of any portion of the rents and Applicable Loan Party has no monetary obligation to any tenant under any Major Tenant Lease which has not been disclosed in writing to the Administrative Agent; (j) neither the Parent, the Borrower nor the Applicable Loan Party has received any written notice from any tenant challenging the validity or enforceability of any Tenant Lease; (k) to each Loan Party’s knowledge, there are no agreements with the tenants other than expressly set forth in each Tenant Lease; (l) no Tenant Lease contains an option to purchase, right of first refusal to purchase, or any other similar provision; (m) to each Loan Party’s knowledge, no Person has any possessory interest in, or right to occupy, such Secured Pool Property except under and pursuant to a Tenant Lease; (n) to each Loan Party’s knowledge, no event has occurred that, but for the giving of notice and/or passage of time, would give any tenant any right to terminate any Tenant Lease at such Secured Pool Property; (o) all security deposits relating to the Tenant Leases reflected on the Rent Roll have been collected by the Applicable Loan Party and, if required pursuant to the terms hereof, delivered to the Administrative Agent; (p) no brokerage commissions or finder’s fees are due and payable regarding any Tenant Lease; (q) to each Loan Party’s knowledge, each tenant is in actual, physical occupancy of the premises demised under its Tenant Lease; and (r) no Tenant is a debtor in any state or federal bankruptcy, insolvency or similar proceeding. Notwithstanding the foregoing, when the representations in this section are remade from time to time in accordance with this Agreement, such representations shall be made with respect to the Rent Rolls of the applicable Secured Pool Properties delivered to the Administrative Agent from time to time.

Tenant Leases. With respect to To Seller’s knowledge, the Propertyrent roll attached hereto as Schedule “1” is, a trueand each updated rent roll provided after the date hereof will be, correct accurate and complete copy of all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the Property, including all amendments, supplements, and modifications to such agreements (the “Company Leases”) have been made available to MAMP. The rent roll for the Property, as of April 30, 2019, included on Schedule 3.12(a) is true and correct in all material respects. Each Company Lease that equals or exceeds 25,000 rentable square feet is set forth on Schedule 3.12(b) respects as of the date thereof (each, each a “Major LeaseRent Roll”), as such schedule may be updated prior to the Closing, and contains or will contain a schedule of all Leases as of the date thereof. Each Major Lease is Except in full force and effect and no breach or default connection with actions taken by the Company ortenants under Leases that are not disclosed to Seller in writing, to CompanySeller’s Knowledgeknowledge, by there are no persons leasing, using or occupying the tenant thereunder, has occurred and is continuing under any Major Lease. No event has occurred which, with the notice or lapse of time (or both) would reasonably be expected to constitute an event of default under any Major Lease by the Company Real Property or any Company Subsidiary or, to part thereof except the Company’s Knowledge, by tenants under the tenant thereunderLeases. Seller is the lessor under each of the Leases. Except as set forth on Schedule 3.12(bthe applicable Rent Roll, to Seller’s knowledge: (a) attached heretothe Leases are in full force and effect, have not been amended or modified, and the full current rent is accruing thereunder, (1b) no fixed or so-called base monthly rent payments, reimbursements or payments in respect of operating expenses, real estate taxes, and other charges (collectively, “Rents”) or other payment due from the tenant under any Major Lease is delinquent for greater than thirty (30) days past its due date or has been paid more than thirty (30) days in advance of its due date, (2) there is no remaining obligation on the part of any landlord under any Major Lease to construct, install or pay or reimburse the cost of any tenant improvements, fixtures, furnishings or equipment or otherwise to make any payments to the tenant that, in each case, is not documented in the Major Lease, (3) to the Company’s Knowledge, except for tenants in possession under the Company Leases and permitted and disclosed subleases, there are no parties in possession or claiming any right to possession, of any portion of the Property as lessees, tenants at sufferance, trespassers or otherwise, (4) none of the tenants under any Major Lease has provided written notice to the Company or any Company Subsidiary that such tenant is subject to any bankruptcy, reorganization, insolvency or similar proceedings, and (5) to the Company’s Knowledge, no Rents have been paid or collected more than one (1) month in advance from (except as otherwise expressly permitted or required pursuant to the terms of the Lease) and no security deposit or prepaid rent has been paid, (c) no event has occurred or condition exists which, with or without notice or the passage of time, or both, would constitute a breach or a default by the landlord or by any tenant under the Leases, and (d) no concession, moving or relocation allowance or credit, or other payment or credit of any Major Leasekind is presently owed, or will or could become due and payable, to any tenant under the Leases. Seller has (and can convey at Closing) good title to the Leases, free and clear of all liens, encumbrances, security interests and adverse claims of any kind or nature whatsoever, other than liens, encumbrances and security interests that will be terminated at or prior to Closing.

Tenant Leases. With respect to the Property, Schedule 9.1(v) sets forth a true, correct and complete copy rent roll with respect to the Tenant Leases. True, correct and complete copies of all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the Property, including all amendments, supplements, and modifications to such agreements (the “Company Leases”) Tenant Leases have been made available provided to MAMP. The rent roll for Buyer through the Property, as of April 30, 2019, included on Schedule 3.12(a) is true and correct in all material respects. Each Company Lease that equals or exceeds 25,000 rentable square feet is set forth on Schedule 3.12(b) (each, a “Major Lease”). Each Major Lease is in full force and effect and no breach or default by the Company or, to Company’s Knowledge, by the tenant thereunder, has occurred and is continuing under any Major Lease. No event has occurred which, with the notice or lapse of time (or both) would reasonably be expected to constitute an event of default under any Major Lease by the Company or any Company Subsidiary or, Data Room prior to the Company’s KnowledgeEffective Date, no Tenant Lease has been amended except as evidenced by amendments similarly provided and each Tenant Lease constitutes the tenant thereunderentire agreement between the applicable Seller and the applicable Tenant. Except as set forth on Schedule 3.12(b) attached hereto, 9.1(v): (1) no fixed or so-called base rent payments, reimbursements or payments in respect of operating expenses, real estate taxes, and other charges (collectively, “Rents”) or other payment due from the tenant under any Major Lease is delinquent for greater than thirty (30) days past its due date or has been paid more than thirty (30) days in advance of its due date, (2) there is no remaining obligation on the part of any landlord under any Major Lease to construct, install or pay or reimburse the cost of any tenant improvements, fixtures, furnishings or equipment or otherwise to make any payments to the tenant that, in each case, is not documented in the Major Lease, (3i) to the Company’s Knowledgeknowledge of Sellers, except for tenants each of the Tenant Leases is in possession under full force and effect on the Company Leases and permitted and disclosed subleasesterms set forth therein; (ii) to the knowledge of Sellers, there are no parties in possession defaults or claiming any right to possessioncircumstances which, with the giving of any portion notice, the passage of the Property as lesseestime or both, tenants at sufferance, trespassers or otherwise, (4) none of the tenants would constitute a default by either party under any Major Lease Tenant Lease; (iii) no Tenant has provided written notice asserted in writing and, to the Company knowledge of Sellers, no Tenant has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Tenant Lease; (iv) no Tenant has prepaid any Company Subsidiary that such rent or other charges; (v) no Seller has any present or future obligation to provide any Tenant with an allowance to construct, or to construct at its own expense, any tenant is subject improvements except as specifically set forth in each Tenant Lease or in any approved budgets; (vi) no Seller has any present or future obligation to pay any lease commissions with respect to any bankruptcy, reorganization, insolvency or similar proceedings, Tenant Lease and (5) to the Company’s Knowledge, no Rents all such lease commissions have been paid in full; (vii) no Tenant has requested in writing a modification of its Tenant Lease, or collected more than one a release of its obligations under its Tenant Lease or has given any written notice terminating its Tenant Lease, and no Tenant has been released of its obligations under its Tenant Lease; and (1viii) month in advance no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any tenant obligation under or in connection with any Major Tenant Lease.

Tenant Leases. With respect to the Property, Attached hereto as Exhibit E is a true, correct and complete copy list of all outstanding leases, licenses, tenanciesconcession agreements or other agreements pursuant to which any person or entity occupies, possession or has the right to occupy, space in the Project, setting forth the date thereof and of each modification, the names of the parties thereto and the name of any assignee (which leases, licenses, concession agreements, other agreements and occupancy agreements other documents, together with the tenants 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 Property, including all amendments, supplements, and modifications to such agreements (the “Company "Tenant Leases”) have been made available to MAMP. The rent roll for the Property, as of April 30, 2019, included on Schedule 3.12(a) is true and correct in all material respects. Each Company Lease that equals or exceeds 25,000 rentable square feet is set forth on Schedule 3.12(b) (each, a “Major Lease”"). Each Major Lease is in full force and effect and There are no breach or default by the Company or, to Company’s Knowledge, by the tenant thereunder, has occurred and is continuing under any Major Lease. No event has occurred which, with the notice or lapse of time (or both) would reasonably be expected to constitute an event of default under any Major Lease by the Company or any Company Subsidiary or, to the Company’s Knowledge, by the tenant thereunder. Except as set forth on Schedule 3.12(b) attached hereto, (1) no fixed or so-called base rent payments, reimbursements or payments in respect of operating expenses, real estate taxes, and other charges (collectively, “Rents”) leases or other payment due from the tenant under any Major Lease is delinquent for greater than thirty (30) days past its due date rights of occupancy or has been paid more than thirty (30) days in advance of its due date, (2) there is no remaining obligation on the part of any landlord under any Major Lease to construct, install or pay or reimburse the cost of any tenant improvements, fixtures, furnishings or equipment or otherwise to make any payments to the tenant that, in each case, is not documented in the Major Lease, (3) to the Company’s Knowledge, except for tenants in possession under the Company Leases and permitted and disclosed subleases, there are no parties in possession or claiming any right to possession, use of any portion of the Property Project other than the Tenant Leases. To Seller's actual knowledge, each of the Tenant Leases is valid and subsisting and in full force and effect. Exhibit E sets forth the commencement date of each Tenant Lease. Except as lessees, tenants at sufferance, trespassers or otherwiseshown on such exhibit, (4a) none to Seller's actual knowledge, there are no material defaults, nor any event with the giving of notice or the passage of time would become a material default, under any of the tenants Tenant Leases by either Seller or any tenant thereunder and the Tenant Leases are in full force and effect, (b) there are no security deposits nor any rights to refunds of rents previously paid under the Tenant Leases except for year-end reconciliations of operating expenses and real estate taxes for the year in which the Closing occurs, (c) there are no brokerage commissions or fees due now or payable in the future in connection with the Tenant Leases, (d) as of the Closing Date, no rents due under, or any other interest in, any of the Tenant Leases will be assigned to any party other than Purchaser, or otherwise pledged or encumbered in any way by Seller, (e) to Seller's actual knowledge, no tenant is currently entitled to any reduction in, refund of, or counterclaim or offset against, or is otherwise disputing, any rents or other charges paid, payable or to become payable by such tenant, (f) to Seller's actual knowledge, no tenant has exercised any right to cancel its Tenant Lease or to be relieved of its operating covenants thereunder, (g) to Seller's actual knowledge, all of the improvements to be constructed by the landlord under each of the Tenant Leases, or as required under any Major Lease has provided written notice collateral agreement, plans or specifications related to the Company or any Company Subsidiary that such tenant is subject to any bankruptcyTenant Leases, reorganization, insolvency or similar proceedings, and (5) to the Company’s Knowledge, no Rents have been paid or collected more than one (1) month in advance from any tenant under any Major Lease.been

Tenant Leases. With respect Notwithstanding anything to the Property, a true, correct contrary contained herein and complete copy of all leases, licenses, tenancies, possession agreements and occupancy agreements except for actions taken in connection with the tenants Restructuring and pursuant to Section 2.07, the Sellers agree that from ---- the date hereof until the Closing Date: (a) Without Buyer's consent, Sellers will not, and will not permit any member of the PropertyCompany Group to, including all amendmentsterminate any Tenant Lease, supplements, and modifications to such agreements (the “Company Leases”) have been made available to MAMP. The rent roll for the Property, as except by reason of April 30, 2019, included on Schedule 3.12(a) is true and correct in all a material respects. Each Company Lease that equals or exceeds 25,000 rentable square feet is set forth on Schedule 3.12(b) (each, a “Major Lease”). Each Major Lease is in full force and effect and no breach or default by the Company ortenant thereunder or as required thereunder or by applicable law. Buyer agrees that its consent under this paragraph shall not be unreasonably withheld, to Company’s Knowledge, by the tenant thereunder, has occurred and is continuing under any Major Lease. No event has occurred which, with the notice delayed or lapse of time (or both) would reasonably be expected to constitute an event of default under any Major Lease by the Company or any Company Subsidiary or, to the Company’s Knowledge, by the tenant thereunder. Except as set forth on Schedule 3.12(b) attached hereto, (1) no fixed or so-called base rent payments, reimbursements or payments in respect of operating expenses, real estate taxesconditioned, and other charges (collectivelyshall be deemed given if Buyer does not, “Rents”) or other payment due from the tenant under any Major Lease is delinquent within five business days after Buyer's receipt of a request for greater than thirty (30) days past its due date or has been paid more than thirty (30) days in advance of its due datesuch consent, (2) there is no remaining obligation on the part of any landlord under any Major Lease to construct, install or pay or reimburse the cost of any tenant improvements, fixtures, furnishings or equipment or otherwise to make any payments to the tenant that, in each case, is not documented in the Major Lease, (3) to the Company’s Knowledge, except for tenants in possession under the Company Leases and permitted and disclosed subleases, there are no parties in possession or claiming any right to possession, of any portion of the Property as lessees, tenants at sufferance, trespassers or otherwise, (4) none of the tenants under any Major Lease has provided written give notice to the Company or any Company Subsidiary Sellers stating that such tenant consent is subject denied, the reasons for such denial and the conditions (if any) that would need to any bankruptcybe complied with for such consent to be given (and if such conditions are complied with such consent shall be deemed given). Any Tenant Lease terminated by the Sellers or the Company Group pursuant to this paragraph shall be deemed deleted from the applicable Schedule 3.10; and ---- (b) Except for entering into the pending Tenant Leases disclosed in Schedule 3.10 on the terms described therein, reorganizationwithout Buyer's consent, insolvency or similar proceedingsthe ---- Sellers will not, and will not permit any member of the Company Group to, enter into any new Tenant Lease, for any Property. Buyer's consent under this paragraph shall not be unreasonably withheld, delayed or conditioned and shall be deemed given if Buyer does not, within five business days after Buyer's receipt of a request for such consent (5which request shall include the identity of the proposed tenant, a summary of the proposed lease terms, including term, options to renew, options to cancel, rents, rent concessions, improvement allowances, improvement costs, etc., in reasonable detail and a statement of the amount of any brokerage commission payable with respect thereto) give notice to the Company’s KnowledgeSellers stating that such consent is denied, no Rents have been paid or collected more than one (1) month in advance from any tenant under any Major Lease.the reasons for such denial

Tenant Leases. With respect to the Property, Schedule 5.1(o) sets forth a true, complete -------------- and correct list and complete copy description of certain key terms of all leasesTenant Leases (whether oral or written) true, licenses, tenancies, possession agreements complete and occupancy agreements with the tenants correct copies (or written descriptions of the Property, including all amendments, supplements, and modifications to any such agreements (the “Company oral Tenant Leases”) of which have been made available to MAMP. The rent roll for the Property, as of April 30, 2019, included on Schedule 3.12(a) is true Purchaser and correct in all material respectsits representatives. Each Company Lease that equals or exceeds 25,000 rentable square feet is set forth on Schedule 3.12(b) (each, a “Major Lease”). Each Major such Tenant Lease is in full force and effect effect, has not been modified or amended, is not the subject of any dispute with respect to computation or payment of fees, and no breach action to revoke, cancel, renegotiate or adversely affect in any manner any such Tenant Lease has been initiated or threatened, and Seller is in compliance therewith. Seller has performed its obligations under the Tenant Leases and has not received any written or oral notice from or given any written or oral notice to any Tenant that Seller or the Tenant, as the case may be, is in default by under the Company orTenant Lease or that such Tenant is entitled to any rent reduction, refund, counterclaims or offset or to Company’s Knowledge, by cancel or terminate or such Tenant desires to terminate the tenant thereunder, has occurred and is continuing applicable Tenant Lease or be released from any of its obligations under any Major a Tenant Lease. No event has There are no monetary or other defaults or any events that have occurred which, that with the notice or the lapse of time (would constitute a default by any Tenants or both) would reasonably be expected to constitute an event of default Seller under any Major such Tenant Leases. No rent under a Tenant Lease by the Company or any Company Subsidiary or, to the Company’s Knowledge, by the tenant thereunder. Except as set forth on Schedule 3.12(b) attached hereto, (1) no fixed or so-called base rent payments, reimbursements or payments in respect of operating expenses, real estate taxes, and other charges (collectively, “Rents”) or other payment due from the tenant under any Major Lease is delinquent for greater than thirty (30) days past its due date or has been paid more than thirty (30) days in advance of its due date, (2) there is no remaining obligation on the part of any landlord under any Major Lease to construct, install or pay or reimburse the cost of any tenant improvements, fixtures, furnishings or equipment or otherwise to make any payments to the tenant that, in each case, is not documented in the Major Lease, (3) to the Company’s Knowledge, except for tenants in possession under the Company Leases and permitted and disclosed subleases, there are no parties in possession or claiming any right to possession, of any portion of the Property as lessees, tenants at sufferance, trespassers or otherwise, (4) none of the tenants under any Major Lease has provided written notice to the Company or any Company Subsidiary that such tenant is subject to any bankruptcy, reorganization, insolvency or similar proceedings, and (5) to the Company’s Knowledge, no Rents have been paid or collected Seller more than one (1) month in advance from of its due date. Each such Tenant Lease requires payment of monthly rent of at least $2400. (i) Seller has duly and timely, or will so file when due, with the appropriate Governmental Authorities (or there have been or will be duly and timely filed on its behalf) all Tax Returns required to be filed by it with respect to the Assets, and all such Tax Returns are true, correct and complete in all material respects and were prepared in accordance with applicable Governmental Law, and all Taxes with respect to the Assets due and payable, whether or not, shown as due on such Tax Returns, have been or will be timely paid or are being contested in good faith by appropriate proceedings; (ii) there are no Tax Liens (other than Liens for Taxes not yet due and payable) on any tenant of the Assets that will not be paid and discharged prior to Closing, or, to the Knowledge of the Seller, any Lien, action, suit, proceeding, investigation, audit, examination or assessment with regard to any Taxes that relate to the Assets, or for which Purchaser could be liable, or which could result in a Lien on any of the Assets; (iii) there are no waivers or extensions of the statute of limitations by Seller for the assessment or collection of Taxes of Seller with respect to Taxes which could result in an encumbrance upon the Assets; (iv) the consummation of the transactions contemplated by this Agreement will not trigger any excess parachute payments under Section 280(G) of the Code for which Purchaser could have any Major Leaseliability or obligation; and (v) Seller is not a "foreign person" within the meaning of Section 1445(f)(3) of the Code or Treasury Regulation Section 1.1445-2(b)(2)(i).

Tenant Leases. With No Mortgaged Property is subject to any lease, occupancy agreement, or license agreement other than the Leases described in the rent roll contained in the Collateral File and no Person has any possessory interest in, or the right to occupy, any Mortgaged Property except under and pursuant to such Leases. If any Mortgage Loan is secured by any Mortgaged Property that is leased to tenants pursuant to a Lease, (i) each Lease that covers 50% or more of the square footage of any parcel of Mortgaged Property and each Credit Tenant Lease (A) to the Seller's Knowledge is in full force and effect, (B) to the Seller's Knowledge no monetary default has occurred thereunder and (C) to the Seller's Knowledge, (x) no non-monetary default has occurred thereunder, and (y) there is no existing condition which, but for the passage of time or the giving of notice (or both), would constitute a default thereunder; (ii) with respect to the Property, a true, correct and complete copy of all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the Property, including all amendments, supplements, and modifications to any Lease other than those described in Clause (i) above (A) such agreements (the “Company Leases”) have been made available to MAMP. The rent roll for the Property, as of April 30, 2019, included on Schedule 3.12(a) is true and correct in all material respects. Each Company Lease that equals or exceeds 25,000 rentable square feet is set forth on Schedule 3.12(b) (each, a “Major Lease”). Each Major Lease is in full force and effect and (B) except with respect to (1) multi-family and assisted living Mortgage Property, (2) Syndicated Facilities and (iii) paragraph (C) below, no breach or default by the Company or, to Company’s Knowledge, by the tenant thereunder, has occurred and is continuing under any Major Lease. No event has occurred which, with the notice or lapse of time (or both) would reasonably be expected to constitute an event of default under any Major Lease by the Company or any Company Subsidiary monetary or, to the Company’s Seller's Knowledge, by non-monetary default has occurred thereunder, nor, to the tenant thereunder. Except Seller's Knowledge, is there any existing condition which, but for the passage of time or the giving of notice (or both), would constitute a default under the terms of no more than 20% of such Leases for each Mortgaged Property and (C) except as set forth on Schedule 3.12(bdisclosed, with respect to such Lease of a single tenant, where such Lease is more than 20% of the total Mortgaged Property, Seller has not received notice of any monetary or non-monetary default, or of any existing condition which, but for the passage of time or the giving of notice (or both), would constitute a default under the terms of such Lease; (iii) attached hereto, (1) no fixed or so-called base rent payments, reimbursements or payments to the Seller's Knowledge all tenants under the Leases have rights in respect of operating expensesthe Mortgaged Property as tenants only, real estate taxes, and other charges (collectively, “Rents”) or other payment due from the tenant under any Major Lease is delinquent for greater than thirty (30) days past its due date or has except such rights as may have been paid more than thirty (30) days in advance of its due date, (2) there is no remaining obligation on the part of any landlord under any Major Lease to construct, install or pay or reimburse the cost of any tenant improvements, fixtures, furnishings or equipment or otherwise to make any payments subordinated to the tenant that, in each case, is not documented in the Major Lease, related Mortgage Loan; and (3iv) to the Company’s Knowledge, except for tenants in possession under Seller's Knowledge all of the Company Leases and permitted and disclosed subleases, there are no parties in possession or claiming any right to possession, of any portion all of the Property as lesseesrents, tenants at sufferancecharges, trespassers or otherwise, (4) none of the tenants under any Major Lease has provided written notice to the Company or any Company Subsidiary that such tenant is subject to any bankruptcy, reorganization, insolvency or similar proceedings, issues and (5) to the Company’s Knowledge, no Rents profits due and payable thereunder have been paid or collected more than one (1) month in advance from any tenant under any Major Leasevalidly assigned as collateral security to a Purchased Entity for the Mortgage Loan.

Tenant Leases. With respect to the Property, a true, correct and complete copy of all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the Property, including all amendments, supplements, and modifications to such agreements (the “Company Leases”) have been made available to MAMP. The rent roll for the Property, as of April 30, 2019, included on Schedule 3.12(a) is true and correct in all material respects. Each Company Lease that equals or exceeds 25,000 rentable square feet is set forth on Schedule 3.12(b) (each, a “Major Lease”). Each Major Lease is in full force and effect and no breach or default by the Company or, to Company’s Knowledge, by the tenant thereunder, has occurred and is continuing under any Major Lease. No event has occurred which, with the notice or lapse of time (or both) would reasonably be expected to constitute an event of default under any Major Lease by the Company or any Company Subsidiary or, to the Company’s Knowledge, by the tenant thereunder. Except as set forth on Schedule 3.12(b) attached hereto, (1) no fixed or so-called base rent payments, reimbursements or payments in respect of operating expenses, real estate taxes, and other charges (collectively, “Rents”) or other payment due from the tenant under any Major Lease is delinquent for greater than thirty (30) days past its due date or has been paid more than thirty (30) days in advance of its due date, (2) there is no remaining obligation on the part of any landlord under any Major Lease to construct, install or pay or reimburse the cost of any tenant improvements, fixtures, furnishings or equipment or otherwise to make any payments to the tenant that, in each case, is not documented in the Major Lease, (3) to the Company’s Knowledge, except for tenants in possession under the Company Leases and permitted and disclosed subleases, there are no parties in possession or claiming any right to possession, of any portion of the Property as lessees, tenants at sufferance, trespassers or otherwise, (4) none of the tenants under any Major Lease has provided written notice to the Company or any Company Subsidiary that such tenant is subject to any bankruptcy, reorganization, insolvency or similar proceedings, and (5) to the Company’s Knowledge, no Rents have been paid or collected more than one (1) month in advance from any tenant under any Major Lease.

Tenant Leases. With respect Notwithstanding anything to the Propertycontrary, a trueParent agrees that from the date hereof until the relevant Closing Date: (a) Without the relevant Buyer's consent, correct and complete copy neither Parent nor any of all leasesits Affiliates will terminate any Tenant Lease. The Buyers agree that their consent under this paragraph shall not be unreasonably withheld, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the Property, including all amendments, supplementsdelayed or conditioned, and modifications to shall be deemed given if the relevant Buyer does not, within five business days after such agreements (the “Company Leases”) have been made available to MAMP. The rent roll Buyer's receipt of a request for the Propertysuch consent, as of April 30, 2019, included on Schedule 3.12(a) is true and correct in all material respects. Each Company Lease that equals or exceeds 25,000 rentable square feet is set forth on Schedule 3.12(b) (each, a “Major Lease”). Each Major Lease is in full force and effect and no breach or default by the Company or, to Company’s Knowledge, by the tenant thereunder, has occurred and is continuing under any Major Lease. No event has occurred which, with the notice or lapse of time (or both) would reasonably be expected to constitute an event of default under any Major Lease by the Company or any Company Subsidiary or, to the Company’s Knowledge, by the tenant thereunder. Except as set forth on Schedule 3.12(b) attached hereto, (1) no fixed or so-called base rent payments, reimbursements or payments in respect of operating expenses, real estate taxes, and other charges (collectively, “Rents”) or other payment due from the tenant under any Major Lease is delinquent for greater than thirty (30) days past its due date or has been paid more than thirty (30) days in advance of its due date, (2) there is no remaining obligation on the part of any landlord under any Major Lease to construct, install or pay or reimburse the cost of any tenant improvements, fixtures, furnishings or equipment or otherwise to make any payments to the tenant that, in each case, is not documented in the Major Lease, (3) to the Company’s Knowledge, except for tenants in possession under the Company Leases and permitted and disclosed subleases, there are no parties in possession or claiming any right to possession, of any portion of the Property as lessees, tenants at sufferance, trespassers or otherwise, (4) none of the tenants under any Major Lease has provided written give notice to the Company relevant Seller stating that such consent is denied, the reasons for such denial and the conditions (if any) that would need to be complied with for such consent to be given. Any Tenant Lease terminated by Parent or any Company Subsidiary of its Affiliates pursuant to this paragraph shall be deemed deleted from Schedule 3.06(b). (b) Without the relevant Buyer's consent, neither Parent nor any of its Affiliates will enter into any new Tenant Lease for any Property. Such Buyer's consent under this paragraph shall not be unreasonably withheld, delayed or conditioned and shall be deemed given if such Buyer does not, within five business days after such Buyer's receipt of a request for such consent (which request shall include the identity of the proposed tenant, a summary of the proposed lease terms, including term, options to renew, options to cancel, rents, rent concessions, improvement allowances, improvement costs, etc., in reasonable detail and a statement of the amount of any brokerage commission payable with respect thereto) give notice to the Sellers stating that such tenant consent is subject denied, the reasons for such denial and the conditions (if any) that would need to be complied with for such consent to be given (and if such conditions are complied with, such consent shall be deemed given). Any new Tenant Lease made by Parent or any bankruptcy, reorganization, insolvency or similar proceedings, of its Affiliates pursuant to this paragraph and (5) any related real estate brokerage agreement shall be deemed added to the Company’s Knowledge, no Rents have been paid or collected more than one (1) month in advance from any tenant under any Major Leaseapplicable Schedule 3.06(b).

Tenant Leases. With respect Subject to the Propertyprovisions of Section 8.10, Seller shall not, from and after the date hereof and until either the Closing Date or the termination of this Agreement, (i) amend, modify, renew (except pursuant to the exercise by a true, correct and complete copy Tenant of all leases, licenses, tenancies, possession agreements and occupancy agreements with a renewal or extension option contained in such Tenant’s Lease which shall not require the tenants prior written approval of the PropertyPurchaser), including all amendmentsgrant any consent or waive any material rights under the Leases, supplements, and modifications to such agreements (the “Company Leases”ii) have been made available to MAMP. The rent roll for the Property, as cancel or terminate any Lease except by reason of April 30, 2019, included on Schedule 3.12(a) is true and correct in all material respects. Each Company Lease that equals or exceeds 25,000 rentable square feet is set forth on Schedule 3.12(b) (each, a “Major Lease”). Each Major Lease is in full force and effect and no breach or default by the Company orTenant thereunder or as required by law, (iii) enter into a New Lease, (iv) accept a surrender or consent to Company’s Knowledge, by the tenant thereunder, has occurred and is continuing under termination or cancellation of any Major Lease. No event has occurred which, with the notice or lapse of time (or both) would reasonably be expected to constitute an event of default under any Major Lease by the Company or any Company Subsidiary orTenant thereunder, except to the Companyextent landlord is obligated to do so in accordance with the terms of such Lease or as required by law release any Tenant from any liability under any such Lease (unless such release is in accordance with the terms of such Lease), in each case described in clauses (i) through (iv), without the prior written approval of Purchaser, which approval shall be granted in Purchaser’s Knowledgesole and absolute discretion, by and which shall be deemed granted if Purchaser fails to respond to a written request for approval made at any time during the term of this Agreement within ten (10) business days after receipt of the request therefor together with a summary of lease terms in reasonable detail, a statement as to the brokerage commission, if any, payable in connection therewith and credit information on the proposed tenant, if the intended action is the execution of a new tenant thereunderlease. Except as set forth on Schedule 3.12(bIf Purchaser approves of Seller’s entering into a New Lease and such lease is thereafter fully executed, then (i) attached heretothe amount of the brokerage commission specified in Seller’s notice, (1ii) no fixed or so-called base rent payments, reimbursements or payments in respect of operating expenses, real estate taxes, and other charges (collectively, “Rents”) or other payment due from the tenant under any Major Lease is delinquent for greater than thirty (30) days past its due date or has been paid more than thirty (30) days in advance of its due date, (2) there is no remaining obligation on the part of any landlord under any Major Lease to construct, install or pay or reimburse the cost of any tenant improvementsimprovements to be performed by the landlord under the terms of the proposed lease, fixtures, furnishings or equipment or otherwise and (iii) the amount of any cash work allowances required to make any payments be given by the landlord to the tenant that, in each case, is not documented in the Major Lease, (3) to the Company’s Knowledge, except for tenants in possession under the Company Leases terms of the proposed lease incurred in connection with such New Lease shall be apportioned at the Closing in accordance with the provisions of Article 4 hereof. Upon Seller’s execution and permitted and disclosed subleases, there are no parties in possession or claiming any right to possession, delivery of any portion of such lease approved by Purchaser, the Property as lessees, tenants at sufferance, trespassers or otherwise, (4) none of the tenants same shall be deemed to be a New Lease for all purposes under any Major Lease has provided written notice to the Company or any Company Subsidiary that such tenant is subject to any bankruptcy, reorganization, insolvency or similar proceedings, and (5) to the Company’s Knowledge, no Rents have been paid or collected more than one (1) month in advance from any tenant under any Major Leasethis Agreement.

Tenant Leases. With respect regard to any leases or occupancy agreements (“Leases”) encumbering the Real Property, except as set forth on Schedule 2.2(k)(viii), (A) all information set forth in the rent roll provided to the Property, a Purchaser is accurate in all material respects as of the effective date thereof; (B) there are no Leases in force other than as identified in such provided rent roll; (C) true, correct complete and complete copy accurate copies of all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the PropertyLeases, including all amendments, supplementsmodifications, extensions, renewals, guarantees and other agreements with respect thereto, have been provided to the Purchaser; (D) there are no written or oral promises, understandings or commitments between any of the Subject Entities and any tenant other than as set forth in such delivered copies; (E) the Leases constitute the legal, valid and binding obligation of each of the Subject Entities named therein or otherwise obligated thereunder, and modifications to the knowledge of the Subject Entities, of the other party thereto, and the Leases are enforceable in accordance with their terms; (F) none of the Subject Entities nor any tenant has breached or is in default of any material provision in any Lease, and, to the knowledge of the Subject Entities, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, could reasonably be expected to constitute a material breach or default or permit the termination, modification or acceleration of rent under any Lease, including the tenant or any guarantor of a Lease having filed for bankruptcy; (G) no security deposit or portion thereof deposited with respect to such agreements Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; and (H) the “Company Leases”) have been made available transactions contemplated by this Agreement do not require the consent of any other party to MAMP. The rent roll for the Propertyany Lease, as will not result in a breach of April 30or default under any Lease, 2019and will not otherwise cause any Lease to cease to be legal, included on Schedule 3.12(a) is true valid, binding, enforceable and correct in all material respects. Each Company Lease that equals or exceeds 25,000 rentable square feet is set forth on Schedule 3.12(b) (each, a “Major Lease”). Each Major Lease is in full force and effect and no breach or default by on identical terms following the Company or, to Company’s Knowledge, by the tenant thereunder, has occurred and is continuing under any Major Lease. No event has occurred which, with the notice or lapse of time (or both) would reasonably be expected to constitute an event of default under any Major Lease by the Company or any Company Subsidiary or, to the Company’s Knowledge, by the tenant thereunder. Except as set forth on Schedule 3.12(b) attached hereto, (1) no fixed or so-called base rent payments, reimbursements or payments in respect of operating expenses, real estate taxes, and other charges (collectively, “Rents”) or other payment due from the tenant under any Major Lease is delinquent for greater than thirty (30) days past its due date or has been paid more than thirty (30) days in advance of its due date, (2) there is no remaining obligation on the part of any landlord under any Major Lease to construct, install or pay or reimburse the cost of any tenant improvements, fixtures, furnishings or equipment or otherwise to make any payments to the tenant that, in each case, is not documented in the Major Lease, (3) to the Company’s Knowledge, except for tenants in possession under the Company Leases and permitted and disclosed subleases, there are no parties in possession or claiming any right to possession, of any portion of the Property as lessees, tenants at sufferance, trespassers or otherwise, (4) none of the tenants under any Major Lease has provided written notice to the Company or any Company Subsidiary that such tenant is subject to any bankruptcy, reorganization, insolvency or similar proceedings, and (5) to the Company’s Knowledge, no Rents have been paid or collected more than one (1) month in advance from any tenant under any Major LeaseClosing.

Tenant Leases. With respect Subject to the Propertyprovisions of Section 8.10, Seller shall not, and shall not cause Owner to, from and after the date hereof and until either the Closing Date or the termination of this Agreement, (i) amend, modify, renew (except pursuant to the exercise by a true, correct and complete copy Tenant of all leases, licenses, tenancies, possession agreements and occupancy agreements with a renewal or extension option contained in such Tenant’s Lease which shall not require the tenants prior written approval of the PropertyPurchaser), including all amendmentsgrant any consent or waive any material rights under the Leases, supplements, and modifications to such agreements (the “Company Leases”ii) have been made available to MAMP. The rent roll for the Property, as cancel or terminate any Lease except by reason of April 30, 2019, included on Schedule 3.12(a) is true and correct in all material respects. Each Company Lease that equals or exceeds 25,000 rentable square feet is set forth on Schedule 3.12(b) (each, a “Major Lease”). Each Major Lease is in full force and effect and no breach or default by the Company orTenant thereunder or as required by law, (iii) enter into a New Lease except any Permitted New Leases (as defined below), (iv) accept a surrender or consent to Company’s Knowledge, by the tenant thereunder, has occurred and is continuing under termination or cancellation of any Major Lease. No event has occurred which, with the notice or lapse of time (or both) would reasonably be expected to constitute an event of default under any Major Lease by the Company or any Company Subsidiary orTenant thereunder, except to the Companyextent landlord is obligated to do so in accordance with the terms of such Lease or as required by law to release any Tenant from any liability under any such Lease (unless any such action is required in accordance with the terms of such Lease), in each case described in clauses (i) through (iv), without the prior written approval of Purchaser, which approval shall be granted in Purchaser’s Knowledgereasonable discretion, by but which shall be deemed denied if Purchaser fails to respond to a written request for approval made at any time during the term of this Agreement within five (5) business days after receipt of the request therefor together with a summary of lease terms in reasonable detail, a statement as to the brokerage commission, if any, payable in connection therewith and credit information on the proposed tenant, if the intended action is the execution of a new tenant thereunderlease. Except as set forth on Schedule 3.12(bIf Purchaser approves of Seller’s entering into a New Lease (except any Permitted New Lease) attached heretoand such lease is thereafter fully executed, then (i) the amount of the brokerage commission specified in Seller’s notice, (1ii) no fixed or so-called base rent payments, reimbursements or payments in respect of operating expenses, real estate taxes, and other charges (collectively, “Rents”) or other payment due from the tenant under any Major Lease is delinquent for greater than thirty (30) days past its due date or has been paid more than thirty (30) days in advance of its due date, (2) there is no remaining obligation on the part of any landlord under any Major Lease to construct, install or pay or reimburse the cost of any tenant improvementsimprovements to be performed by the landlord under the terms of the proposed lease, fixtures, furnishings or equipment or otherwise and (iii) the amount of any cash work allowances required to make any payments be given by the landlord to the tenant thatunder the terms of the proposed lease shall be paid in accordance with Section 4.2.7. Upon the execution and delivery by Owner of any such lease approved by Purchaser, the same shall be deemed to be a New Lease for all purposes under this Agreement. Notwithstanding anything to the contrary contained herein, Seller shall have the right to cause Owner to enter into New Leases with respect to any of the pending lease transactions which are described on Schedule 8.5 hereof provided that the terms of such New Lease comply with the requirements set forth in each caseSchedule 8.5 hereto and are otherwise on commercially reasonable terms and conditions (any such New Lease being hereinafter referred to as a “Permitted New Lease”), is not documented and in such event (i) the Major amount of any brokerage commission in connection with such Permitted New Lease, (3ii) the cost of any tenant improvements to be performed by the Company’s Knowledge, except for tenants in possession landlord under the Company Leases and permitted and disclosed subleases, there are no parties in possession or claiming any right to possession, of any portion terms of the Property as lessees, tenants at sufferance, trespassers or otherwise, (4) none of the tenants under any Major Lease has provided written notice to the Company or any Company Subsidiary that such tenant is subject to any bankruptcy, reorganization, insolvency or similar proceedingsPermitted New Lease, and (5iii) the amount of any cash work allowances required to be given by the landlord to the Company’s Knowledge, no Rents have been paid or collected more than one (1) month in advance from any tenant under any Major the terms of the Permitted New Lease shall be paid in accordance with Section 4.2.7. Upon Seller’s execution and delivery of a Permitted New Lease, the same shall be deemed to be a New Lease for all purposes under this Agreement.

Tenant Leases. With respect to the Property, a true, correct and complete copy of all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the Property, including all amendments, supplements, and modifications to such agreements (the “Company Leases”) have been made available to MAMP. The rent roll for the Property, as of April April, 30, 2019, included on Schedule 3.12(a) is true and correct in all material respects. Each Company Lease that equals or exceeds 25,000 rentable square feet is set forth on Schedule 3.12(b) (each, a “Major Lease”). Each Major Lease is in full force and effect and no breach or default by the Company or, to Company’s Knowledge, by the tenant thereunder, has occurred and is continuing under any Major Lease. No event has occurred which, with the notice or lapse of time (or both) would reasonably be expected to constitute an event of default under any Major Lease by the Company or any Company Subsidiary or, to the Company’s Knowledge, by the tenant thereunder. Except as set forth on Schedule 3.12(b) attached hereto, (1) no fixed or so-called base rent payments, reimbursements or payments in respect of operating expenses, real estate taxes, and other charges (collectively, “Rents”) or other payment due from the tenant under any Major Lease is delinquent for greater than thirty (30) days past its due date or has been paid more than thirty (30) days in advance of its due date, (2) there is no remaining obligation on the part of any landlord under any Major Lease to construct, install or pay or reimburse the cost of any tenant improvements, fixtures, furnishings or equipment or otherwise to make any payments to the tenant that, in each case, is not documented in the Major Lease, (3) to the Company’s Knowledge, except for tenants in possession under the Company Leases and permitted and disclosed subleases, there are no parties in possession or claiming any right to possession, of any portion of the Property as lessees, tenants at sufferance, trespassers or otherwise, (4) none of the tenants under any Major Lease has provided written notice to the Company or any Company Subsidiary that such tenant is subject to any bankruptcy, reorganization, insolvency or similar proceedings, and (5) to the Company’s Knowledge, no Rents have been paid or collected more than one (1) month in advance from any tenant under any Major Lease.

Tenant Leases. With From and after the Effective Date, Seller shall not (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 Lease or renew, extend or expand an existing Lease in any material respect without the prior written approval of Purchaser (an “Approved New Lease”), which in each case shall not be unreasonably withheld, conditioned or delayed. Any Approved New Lease shall meet all of the following parameters: (i) such proposed lease has an initial term (excluding any options to extend such term) of not less than three (3) years and not more than ten (10) years; (ii) such proposed lease has no free-rent period extending beyond the term of the Master Lease (defined below); (iii) such proposed lease has no above-market obligation of Purchaser to provide or fund any tenant improvements; (iv) such proposed lease provides for base rent payable at a rate per month that is never less than 95% of the base rent per month required to be paid for such space under the Master Lease; (v) leasing commissions for such proposed lease do not exceed market rates; (vi) such proposed lease does not require the landlord thereunder, and will not result in an obligation for the landlord thereunder to alter or improve or pay for the altering or improving of the building (other than tenant improvements as limited by clause (iii) above and responsibility for repairing and replacing the roof and structure, but excluding the obligation for internal wall changes); (vii) such lease shall be on the form customarily used by Seller with such revisions which Seller approves using its judgment as a commercially prudent landlord; (viii) the creditworthiness of the tenant and intended use of the premises by the tenant shall be consistent with Seller’s historical and customary requirements as a commercially prudent landlord; and (ix) the income to be generated from the proposed lease shall constitute qualifying income under Section 856(c)(3) of the Code. Additionally, the parties expressly agree that it shall not be deemed unreasonable for Purchaser to withhold, condition or delay its consent to any Approved New Lease that includes above-market tenant improvements, above-market leasing commissions or any other above-market leasing costs that Purchaser would be obligated to pay or incur; provided, however, in such event, Purchaser and Seller agree to negotiate in good faith to agree upon such tenant improvement costs, leasing commission and other leasing costs to render such Approved New Lease and the terms thereof acceptable to Purchaser. Any lease proposed by Seller, which satisfies the criteria set forth in this Section 9.3 and would otherwise be reasonably acceptable to Purchaser, but for the fact that such lease includes above-market tenant improvements, above-market leasing commissions or any other above-market leasing costs, may, nonetheless, be approved and executed by Seller, in its sole and absolute discretion, and in such event such proposed lease shall be deemed an Approved New Lease, provided that Seller pays all such above-market tenant improvements, above-market leasing commissions or any other above-market leasing costs. Purchaser’s failure to respond within five (5) Business Days after receipt of a request for approval, together with a copy of the proposed Approved New Lease or letter of intent to lease and credit information on the proposed replacement tenant or tenants, shall be deemed approval by Purchaser. Seller shall pay the portion of the tenant improvement costs, leasing commissions and other usual and customary leasing costs with respect to any Approved New Lease, allocated on a prorata basis over the term of the Approved New Lease with respect to the Property, a true, correct and complete copy of all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the Property, including all amendments, supplements, and modifications to such agreements (the “Company Leases”) have been made available to MAMP. The rent roll for the Property, as of April 30, 2019, included on Schedule 3.12(a) is true and correct in all material respects. Each Company Lease that equals or exceeds 25,000 rentable square feet is set forth on Schedule 3.12(b) (each, a “Major Lease”). Each Major Lease is in full force and effect and no breach or default by the Company or, to Company’s Knowledge, by the tenant thereunder, has occurred and is continuing under any Major Lease. No event has occurred which, with the notice or lapse of time (or both) would reasonably be expected to constitute an event of default under any Major Lease by the Company or any Company Subsidiary or, to the Company’s Knowledge, by the tenant thereunder. Except as set forth on Schedule 3.12(b) attached hereto, (1) no fixed or so-called base rent payments, reimbursements or payments in respect of operating expenses, real estate taxes, and other charges (collectively, “Rents”) or other payment due from the tenant under any Major Lease is delinquent for greater than thirty (30) days past its due date or has been paid more than thirty (30) days in advance of its due date, (2) there is no remaining obligation on the part of any landlord under any Major Lease to construct, install or pay or reimburse the cost of any tenant improvements, fixtures, furnishings or equipment or otherwise to make any payments to the tenant that, in each case, is not documented in the Major Lease, (3) to the Company’s Knowledge, except for tenants in possession under the Company Leases and permitted and disclosed subleases, there are no parties in possession or claiming any right to possession, of any portion of the Property as lessees, tenants at sufferance, trespassers or otherwise, (4) none term of the tenants under any Major Approved New Lease has provided written notice prior to a Closing and Purchaser shall pay the portion of the tenant improvement costs, lease commissions and other usual and customary leasing costs with respect to an Approved New Lease, allocated on a prorata basis over the term of the Approved New Lease with respect to the Company or any Company Subsidiary that such tenant is subject to any bankruptcy, reorganization, insolvency or similar proceedings, and (5) to portion of the Company’s Knowledge, no Rents have been paid or collected more than one (1) month in advance from any tenant under any Major Leaseterm of the Approved New Lease after the Closing.