Common use of Tenant Leases Clause in Contracts

Tenant Leases. As of the Effective Date, the Property Owner is the lessor or landlord or the successor lessor or landlord under the Tenant Leases, and as of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects with respect to (i) the description of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments thereto).

Tenant Leases. As (a) The Leases are valid and binding obligations of Seller, enforceable against Seller in accordance with their terms, subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium, laws governing fraudulent conveyance or equitable subordination principles and other laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. To the best knowledge of Seller, the Leases are valid and binding obligations of the Effective Datelessees, enforceable against the lessees in accordance with their terms, subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium, laws governing fraudulent conveyance or equitable subordination principles and other laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity. To the best knowledge of Seller, the Property Owner is lessees under the lessor or landlord Leases are not in default under, and no event has occurred which, with notice or the successor lessor lapse of time or landlord both would constitute a default by any lessee under the Tenant Leases. Seller has not previously received notice of any event of default, or event or condition which with the giving of notice or lapse of time, or both, would constitute a default under the Leases. Seller has delivered a true and as correct copy of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant LeasesLeases to Purchaser. The Lease Schedule/Rent Roll is true, accurate Leases are the only agreements between the Seller and correct in all material respects the respective tenants thereunder relating to the Branch Premises. The respective Leases represent the entire agreement between the respective tenants thereunder and the Seller with respect to (i) the description Branches. All payments of rent or other monies required to be paid to the Tenant Leases; (ii) Seller pursuant to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one monthpaid. The terms of the Leases permit the premises subject to the Leases to be used as commercial offices only. Lease summaries are detailed herein as Schedule 4.06. (b) Seller is not entitled to, and there are has made no arrears in agreements with the payment tenants under the Leases, or tenants' agents, employees or representatives, concerning free rent, or other type of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases rental concession including, without limitation, lease support payments or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments thereto)lease buyouts.

Tenant Leases. As Except for the 6th Floor Lease, Seller shall not continue to offer the Property for lease after the Date of this Agreement. Seller shall provide Buyer with a copy of any correspondence with any tenant with whom Seller negotiates a 6th Floor LOI or a 6th Floor Lease at least two (2) business days prior to delivering the same to such tenant prospect or its broker and shall make any reasonable changes required by Buyer to any such communication. Seller shall immediately deliver to Buyer a copy of any correspondence received from the tenant prospect or its broker. Seller shall not enter into any new leases (including the 6th Floor Lease) or modifications of existing Tenant Leases nor waive performance of any tenant’s obligations under its lease without Buyer’s written consent, which consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that if Buyer requests changes or does not approve any changes for which Seller requests approval and Seller does not make the requested changes or makes the changes disapproved by Buyer then Buyer may elect to terminate this Agreement, the Exxxxxx Money shall be refunded to Buyer and Seller shall reimburse Buyer for its Transaction Costs. Buyer shall notify Seller in writing of its disapproval with an explanation of its objections thereto set forth in reasonable detail within three (3) business days of Buyer’s receipt of a copy of the Effective Dateproposed lease or lease modification, or Buyer shall be deemed to have disapproved the Property Owner is same. If the lessor or landlord or Closing occurs, Buyer shall bear all costs and expenses related to the successor lessor or landlord under tenant improvements set forth on Exhibit K and Seller shall be responsible for all other costs and expenses related to any other tenant improvements as well as all costs and expenses related to the Tenant Leases, any amendments, modifications, extensions, expansions, options or renewals of existing Tenant Leases and as the 6th Floor Lease (including, without limitation, tenant improvement costs, architects’ fees, attorneys’ fees, moving allowances and leasing commissions) and the prorations at Closing shall include an allocation consistent with the foregoing. After the Date of the Closing Datethis Agreement, the Company will be the lessor or landlord or the successor lessor or landlord Seller shall not apply any tenant security deposits to cure delinquencies under any Tenant Leases and shall ensure that each Tenant has paid any sums required under the Tenant Leases. The terms of its Lease Schedule/Rent Roll is true, accurate and correct in all material respects with respect to (i) maintain the description of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained security deposit in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to amount required by its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments thereto).

Tenant Leases. As of the Effective Date, the Property Owner is the lessor or landlord or the successor lessor or landlord under the Tenant Leases, and as of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects with respect to (i) the description of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments thereto).

Tenant Leases. As of With respect to the Effective Date, Leases and tenants ------------- ("Tenants") listed on the Property Owner is the lessor or landlord or the successor lessor or landlord under the Tenant Leases, and as of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects with respect provided to KR by TAG: (i) the description of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant The Leases are in full force and effect strictly according to the terms set forth therein and in the Rent Roll, and have not been modified, amended, or altered, in writing or otherwise except as evidenced by copies of amendments thereto previously provided to KR by TAG. The Tenants are legally required to pay all sums and perform all obligations set forth in the Leases. There are no written concessions, allowances (for improvements or oral promisesotherwise), understandings free or commitments between Property Owner and reduced rent periods, early termination rights, options or rights of first refusal regarding expansion of demised premises or to acquire any Tenant other than those Property, with regard to the Properties or the Leases which are not contained in the Tenant Leases. To Property Ownercopies of the Leases which TAG has previously provided to KR. (ii) All obligations of the lessor under the Leases that accrue to the date of Closing have been performed including, but not limited to, all required tenant improvements, cash or other inducements, rent abatements or moratoria, installations and construction (for which payment in full has been made in all cases), and the Tenants have, to TAG's knowledge, none unconditionally accepted lessor's performance of such obligations. To TAG's knowledge, the Tenants have asserted no offsets, defenses or claims available against Rent payable by them or other performance or obligations otherwise due from them under the Leases. No portion of any defenseRent due and payable by any Tenant represents or constitutes a reimbursement of tenant improvement or construction costs incurred by TAG. A true, set-off or counterclaim or raised complete and correct summary of the terms and provisions of all concessions granted by TAG to Tenants (including but not limited to any dispute with regard to its tenancy or its Tenant Leaseand all free rent, tenant improvement allowances, direct payments, moving allowances and buyouts of other leases) is attached hereto as Exhibit II. Except as set forth on Exhibit II there have been no other ---------- ---------- concessions, of any nature, granted to any Tenant. (iii) No Tenant is in default under or is in arrears in the payment of any sums or in the performance of any obligations required of it under its Lease. No Tenant has prepaid any rent or other charges. (iv) Except as disclosed in writing to KR, during the thirty-six (36) month period immediately preceding the Effective Date and the Closing Date: (1) no Tenant has, at any time, been more than thirty (30) days delinquent in its respective payment of any and all sums due under the terms of its respective Lease; (2) no Tenant has requested orally or in writing that TAG provide that Tenant with any reduction in the Tenant's monetary obligations under its Lease; (3) no Tenant has expressed to TAG orally or in writing any weakness or material decline in that Tenant's financial condition, nor has any Tenant requested that TAG, in its capacity as lessor, permit any Tenant to sublease its leased premises, or assign its Lease, or terminate its Lease Schedule/on an accelerated basis; (4) TAG has not "written off" any delinquent sums owed by any Tenant to satisfy its obligation to contribute to the payment of real estate taxes, common area maintenance charges, and insurance premiums; and (5) TAG has not had, nor is it currently engaged in, any dispute (whether of a formal or an informal nature) with any Tenant concerning that Tenant's obligations to make payments under the terms of its Lease toward real estate taxes, insurance premiums and common area maintenance charges. (v) TAG has no reason to believe that any Tenant is, or may become, unable or unwilling to perform any or all of its obligations under its Lease, whether for financial or legal reasons or otherwise. (vi) Except as disclosed in writing to KR, neither base rent ("Base Rent"), nor regularly payable estimated Tenant contributions for operating expenses, insurance premiums, real estate taxes, common area charges, and similar or other "pass through" or non-Base Rent Rollitems including, there are no without limitation, cost-of-living or so-called "C.P.I." or other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Propertysuch adjustments (collectively, no rents "Additional Rent"), nor any other item payable by any Tenant under any of the Tenant Leases have Lease has been heretofore prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals (1) month nor shall it be prepaid between the Effective Date and the Closing which have Date for more than one (1) month. (vii) To TAG's knowledge, no guarantor(s) of any Lease has been approved released or discharged, voluntarily or involuntarily, or by CBL/OPoperation of law, there from any obligation under or in connection with any Lease or any transaction related thereto. (viii) There are no Leasing Costs brokers' commissions, finders' fees, or other charges payable or to become payable to any third party on behalf of TAG as a result of or in connection with any Lease or any transaction related thereto, including, but not limited to, any exercised or unexercised option(s) to expand or renew, except as disclosed on Exhibits FF or II hereto. (ix) No Tenant or any other party has asserted any claim (other than for which CBL/OP customary refund at the expiration of a Lease) to all or any part of any Security Deposit. (x) No Tenant has any right to renew or extend the Company shall become liable term of its Lease, other than as expressly provided in the Lease. No Tenant has: (1) any option to purchase the Land or that shall constitute a lien on Improvements; or (2) any right of first refusal to purchase the Property after Closing. Property Owner has delivered Land or Improvements or to CBL/OP a truelease additional space in the Improvements, correct and complete copy of all Tenant Leases (including all amendments thereto)other than as expressly provided in the Lease.

Tenant Leases. As All base rents and other fixed sums paid under the Tenant Leases for the Assets shall be prorated between Buyer and Sellers. All refundable Tenant Deposits held by Sellers under such Tenant Leases shall be paid to Buyer at Closing in the form of a credit against the Purchase Price due from Buyer at Closing. Sellers shall transfer their entire interests in any letters of credit or certificates of deposit held by them under such Tenant Leases as deposits and shall diligently cooperate with Buyer in obtaining any reissuance or confirmation of the Effective Dateeffect of the transfer of such instruments. Buyer shall not be entitled to any credit or reimbursement for rent concessions granted by Sellers to any Tenants. All prepaid base rents and other fixed charges under the applicable Tenant Leases attributable to the period after Closing shall be credited to Buyer. Delinquent rents and other charges due Sellers under the Tenant Leases as of the date of Closing shall not be prorated. Buyer shall be credited in escrow with any leasing commissions, tenant improvement allowances or other allowances to be paid by Buyer on or after the Closing Date with respect to the current term of any Tenant Lease or Tenant Lease modification executed, or any extension term or expansion of premises exercised, in each case, on or before October 1, 2001. Seller shall be credited in escrow with any leasing commissions, attorneys fees for drafting of leases, tenant improvement allowances, or other allowances actually paid by Seller before the Closing Date with respect to of any Tenant Lease or Tenant Lease modification executed, or any extension term or expansion of premises exercised, in each case, after October 1, 2001. Any percentage rent, real estate taxes, parking charges, operating and maintenance expenses, escalation rents or charges, electricity charges, cost of living increases or any other charges of a similar nature other than fixed or base rent under the applicable Tenant Leases (collectively, the Property Owner is "Additional Rents") collected by Sellers prior to the lessor Closing Date shall be prorated as of the Closing Date between Buyer and Sellers. As soon as practicable following the Closing, Sellers shall provide Buyer with information regarding Additional Rents which were received by Sellers prior to Closing and the amount of reimbursable expenses paid by Sellers prior to Closing. On or landlord or the successor lessor or landlord before June 30, 2002, Buyer shall deliver to Sellers a reconciliation of all expenses reimbursable under the Tenant Leases, and the amount of Additional Rents received by Sellers and Buyer relating thereto (the "Reconciliation"). Upon reasonable notice and during normal business hours, each party shall make available to the other all information reasonably required to confirm the Reconciliation. In the event of any overpayment of Additional Rents by the tenants to Sellers, Sellers shall promptly, but in no event later than twenty (20) days after receipt of the Reconciliation, pay to Buyer the amount of such overpayment and Buyer, as the landlord under the particular Tenant Leases, shall pay or credit to each applicable tenant the amount of such overpayment. In the event of an underpayment of Additional Rents by the tenants to Sellers, Buyer shall pay to Sellers the amount of such underpayment within twenty (20) days following Buyer's receipt of any such amounts from the tenants. Any rents or other sums that are due and payable under any Tenant Leases on or prior to the Closing Date, but which have not been collected by Sellers on or prior to the Company will Closing Date, or payment of which has been deferred until after the Closing Date (the "Arrears"), to the extent applicable to any period of time on or prior to the Closing Date, and which are paid after the Closing Date shall, subject to the terms below, be paid to Sellers and if the lessor Arrears are received by Buyer, Buyer shall pay the Arrears to Sellers after collection by Buyer. Buyer shall use reasonable efforts (but shall not be required to commence legal action or landlord terminate or evict a tenant) to collect or cause to be collected such Arrears following the successor lessor Closing Date. Any and all rents so collected by Buyer following the Closing (less a deduction for all reasonable collection costs and expenses incurred by Buyer) shall be successively applied (after deduction for Buyer's reasonable collection costs and expenses) to the payment of (x) delinquent amounts due Buyer and (y) delinquent amounts due Sellers. If all or landlord under part of any rents or other charges received by Buyer following the Tenant LeasesClosing are allocable to Sellers pursuant to the foregoing sentence, then such sums shall be promptly paid to Sellers. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects Sellers reserves the right to pursue any damages remedy Sellers may have against any tenant with respect to (i) the description of the Tenant Leases; (ii) such Arrears, but shall have no right to Property Owner's knowledge, the identities of the Tenants exercise any other remedy under the Tenant Leases; Lease (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Depositsincluding, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Rollwithout limitation, the Tenant Leases are in full force and effect and have not been modified. There are no written termination or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments theretoeviction).

Tenant Leases. As There are no leases, subleases, occupancies or tenancies in effect pertaining to a Project, except the Tenant Leases (all of which are listed on the Rent Roll(s) attached hereto as Schedule 8.3.2 and included in the Due Diligence Materials together with all guaranties of the Effective DateTenant Lease). To Dunham's knowledge, the Property Owner is the lessor or landlord or the successor lessor or landlord there are no uncured defaults under the Tenant LeasesLeases and no Tenant has asserted, and as of the Closing Dateor has any defense to, the Company will be the lessor offsets or landlord claims against rent payable or the successor lessor or landlord obligations under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects with respect to (i) the description of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in To the Lease Schedule/Rent Rollbest of Dunham's knowledge, there are no other leases or occupancy agreements to which Property Owner or all of the Company is a party affecting the Property, no rents landlord's obligations under any of the Tenant Leases which accrued prior to the Effective Date have been prepaid for more than one monthperformed. Xxxxxx has no reason to believe that any Tenant is or may become unable or unwilling to perform any or all of the Tenant's obligations under its Tenant Lease. All Tenants are in occupancy of their premises under their respective Tenant Leases, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant and, to the Pending Transactions best of Dunham's knowledge, no Tenant intends to abandon its premises or default under its Tenant Lease. To the best of Dunham's knowledge, no claim, controversy, dispute, quarrel or disagreement exists between any Tenant and other than Xxxxxx. All of the improvements to be constructed by Xxxxxx, if any, contemplated under the Tenant Leases or expansions or renewals between the Effective Date as required therein and Closing which in all collateral agreements, plans and specifications respecting same have been approved by CBL/OPcompleted as so required. Xxxxxx has not at any time waived any provision under any Tenant Lease, there are no Leasing Costs for which CBL/OP or granted any concessions to any Tenant not disclosed in such Tenant's Tenant lease. Neither Dunham's interest in the Company shall Tenant Leases nor any of the rentals due or to become liable due under the Tenant Leases has been, or that shall constitute a lien on will be, assigned, encumbered or subject to any liens at the Property after Closing. Property Owner has delivered No leasing or brokerage fees or commissions of any nature whatsoever shall be or become due or owing to CBL/OP a true, correct and complete copy of all any Person after the Closing with respect to any Tenant Leases (including all amendments thereto)Lease.

Tenant Leases. As of the Effective Date, the Property Owner is the lessor or landlord or the successor lessor or landlord under the Tenant Leases, and as of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects with respect to (i) the description of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP Exhibit B-1 contains a true, correct and complete copy 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 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 Property, or any part thereof. Seller has made available to Purchaser for review, true and complete copies (including all exhibits thereto) of all Tenant Leases (including all amendments amendments, modifications, and supplements thereto) set forth on Exhibit B-1. To Seller’s Knowledge, each of the Tenant 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 any executed Tenant Estoppel delivered to Purchaser, no tenant under any Tenant Leases has paid rent in advance of one month. Except as set forth on Exhibit D, there are no security deposits (whether in the form of cash or a Letter of Credit) under any Tenant Leases. 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 Tenant 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 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 Tenant Estoppel; provided, however, such statement of fact, information or other matter which is materially inconsistent with the matters 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, 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 claim on the part of Purchaser.

Tenant Leases. As Mortgagor shall use its best efforts and shall pursue all of its legal rights and remedies to cause all leases for space in the Effective Date, Improvements which are entered into in the Property Owner is future (collectively the lessor or landlord or the successor lessor or landlord under the "Tenant Leases, and as of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects with respect to (i) the description of the Tenant Leases; (ii") to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are remain in full force and effect in accordance with their terms and have not been modified. There are no written or oral promiseswill perform all of its obligations thereunder and shall use its best efforts and shall pursue its legal rights and remedies to cause all lessees thereunder to perform all of their obligations under such Tenant Leases and shall use its best efforts to obtain and deliver to Mortgagee at such times as Mortgagee may reasonably request, understandings or commitments between Property Owner and any Tenant other than those contained subordination agreements from tenants in the Tenant Leases. To Property Owner's knowledge, none Improvements subordinating their rights to possession of the Tenants have asserted any defense, set-off improvements under their leases to the lien of the Mortgage. Mortgagor shall not: (a) execute an assignment or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any pledge of the Tenant Leases have been prepaid for leases or the rents thereunder other than in favor of Mortgagee or the holder of the First Mortgage, or (b) accept any prepayment of rents due under any Tenant lease more than one month30 days before the due date of such rents. Mortgagor shall not, and there are no arrears in without the payment prior written notice to Mortgagee, amend, modify, extend or consent to the surrender of rents for than one month. Other than Leasing Costs any Tenant lease or give any consent to any tenant pursuant to any Tenant Lease. (a) perform all of the Pending Transactions provisions of the Tenant leases on the part of the landlord thereunder to be performed; (b) appear in and other than defend any action or proceeding in any manner connected with the Tenant Leases or expansions the obligations of Mortgagor thereunder; (c) use its best efforts and pursue all of its legal rights and remedies to, within twenty (20) days after a request by Mortgagee, deliver to Mortgagee a certificate from each tenant under the Tenant leases identifying such Tenant lease with particularity and stating that no default by Mortgagor or renewals between such tenant has occurred under tile applicable Tenant lease and no rent thereunder has been prepaid except for the Effective Date current month; (d) within ten (10) days alter request by Mortgagee, deliver to Mortgagee a written statement containing the names of all tenants, the terms of all Tenant leases and Closing which have been approved by CBL/OPthe spaces occupied and rentals payable thereunder, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute and a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy statement of all Tenant Leases which are then in default, including the nature of the default; (including all amendments thereto)e) deliver to Mortgagee promptly copies of any notices of default which Mortgagor may at any time forward to or receive from a tenant of any Tenant lease; and (f) within ten (10) days after execution, deliver to Mortgagee a copy of a fully executed counterpart of each Tenant lease.

Tenant Leases. As All Rents and collected income for the month of Closing under Tenant Leases in effect on the Effective Date, the Property Owner is the lessor or landlord or the successor lessor or landlord under the Tenant Leases, and Closing Date shall be prorated as of the Closing Date, . Assignee shall be credited with any Rents and other income collected by Assignor before the Company will be Closing Date but applicable to any period of time from and after the lessor or landlord or Closing Date. Any Rents received by Assignor after the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects Closing with respect to (i) time periods from and after the description Closing Date shall be promptly delivered to Assignee. Assignee shall apply Rents from Tenants that are collected after the Closing Date first to the obligations then owing to Assignee for its period of ownership, remitting the balance, if any, to any Rents obligations due Assignor. Notwithstanding the foregoing, to the extent incurred prior to the Closing, Reimbursable Payments shall not be apportioned or adjusted on the Closing Date, shall belong in their entirety to Assignor and shall be retained by Assignor and/or paid over to Assignor by Assignee, as applicable, on an as, if and when collected basis, provided, to the extent a payment is made by a Tenant which is specifically designated as being on account of one or more Reimbursable Payments due to Assignor, by reference to a charge, invoice number or otherwise, then same shall be treated as a Reimbursable Payment, and shall be paid over to Assignor promptly upon receipt thereof. Overage Rent for the calendar year in which the Closing occurs shall be apportioned between Assignor and Assignee as of the Tenant Leases; (ii) to Property Owner's knowledgeClosing Date provided, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Depositsif, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant prior to the Pending Transactions Closing, Assignor shall receive any installment of Overage Rent attributable to Overage Rent for periods from and other than after the Tenant Leases or expansions or renewals between Closing, such sum shall be apportioned at the Effective Date Closing and Closing which have been approved if, after the Closing, Assignee shall receive any installment of Overage Rent attributable to Overage Rent for periods prior to the Closing, such sum shall be paid by CBL/OPAssignee to Assignor promptly after Assignee receives payment thereof. If, there are no Leasing Costs after the Closing, Assignor shall receive any installment of Overage Rent attributable to Overage Rent for which CBL/OP or periods after the Company Closing, such sum shall become liable or that shall constitute a lien on the Property be paid by Assignor to Assignee promptly after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments thereto)Assignor receives payment thereof.

Tenant Leases. As of the Effective Date, the Property Owner is the lessor or landlord or the successor lessor or landlord under the Tenant Leases, and as of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects with respect to (i) the description of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set Schedule 2.2.5 sets forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all the list of the Tenant Leases and rent roll with respect to the Tenant Leases prepared by Seller’s property manager and relied upon by Seller in the ordinary course of its business operations with respect to the Property, and Seller has made available to Purchaser for review a copy of each of the Tenant Leases in Seller’s possession, which are true, correct and complete copies of the Tenant Leases in all material respects. Neither Seller nor, to Seller’s Knowledge, any tenant is in breach or default of any Tenant Leases and Seller has not given nor received any written notice of any breach or default under any of the Tenant Leases which has not been cured. No rents due under any of the Tenant Leases are presently assigned, hypothecated or encumbered by Seller, other than in connection with any mortgage encumbering the Property which shall be satisfied prior to or in connection with the Closing. Except as set forth in Schedule 2.2.5, there are no outstanding Leasing Costs, in each case in connection with the current term of occupancy or any extension thereof of tenants under the Tenant Leases. Except as set forth on Schedule 2.2.5, no rent under any of the Tenant Leases has been prepaid (including except for rental for the current month and payments that are required to be made in advance pursuant to the terms and provisions of the Tenant Leases and except for prepayments set forth in the Tenant Leases). No tenant has notified Seller in writing of its intent to terminate its Tenant Lease prior to expiration of the term of such Tenant Lease. Prior to Closing, Seller will deliver to Purchaser an updated rent roll signed by a representative of Seller which shall contain updated information prepared by Seller’s property manager, current as of no earlier than five (5) Business Days prior to Closing and shall replace the rent roll attached hereto as part of Schedule 2.2.5 for all amendments thereto)purposes under this Agreement; provided, however, that the foregoing shall in no way limit Purchaser’s rights in the event that the rent roll attached hereto as part of Schedule 2.2.5 is not true, correct and complete as of the date of this Agreement. Seller does not hold any letters of credit or other security under any of the Tenant Leases other than in the form of a cash security deposit.

Tenant Leases. As (i) Exhibit 7.1(d)(i) attached hereto is a true and complete ----------------- rent roll and list of all leases or other rights or grants of occupancy of all or any part of the Property (which are referred to herein as the "TENANT LEASES") excluding New Tenant Leases. Said Exhibit correctly shows the name of the tenant, the date of the Tenant Lease and a complete list of all amendments, side letters, option exercise letters and any other documents, certificates or instruments which may create future obligations under any of the Tenant Leases. (ii) Exhibit 7.1(d)(ii) attached hereto contains a complete list ------------------ of all current rental delinquencies under the Tenant Leases for the Property as of the close of the month immediately preceding the Effective Date. Contributor agrees to provide to Acquirer an updated list of rental delinquencies at Closing which shall be certified by Contributor as true, correct and complete in all material respects. (iii) Except as otherwise set forth on Exhibit 7.1(d)(iii), none ------------------- of the Property Owner tenants under the Tenant Leases is in default as of the lessor or landlord or close of the successor lessor or landlord month immediately preceding the Effective Date as to any monetary obligation under its Tenant Lease beyond any grace period provided for in its Tenant Lease and, none of the tenants under the Tenant Leases, and to Contributor's knowledge, is in material default as to any non-monetary obligation under its Tenant Lease beyond any grace period provided for in its Tenant Lease nor is any tenant entitled to any rebate, concession, deduction or offset under its Tenant Lease, except for the Owner's obligation, if any, to refund any excess estimated payments made by a tenant on account of operating expenses or real estate taxes. (iv) Except for security deposits placed with the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord Owner under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate a true and correct in all material respects with respect to (i) the description list of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except which is attached hereto as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledgeExhibit 7.1(d)(iv), none of the Tenants have asserted tenants has paid to the Owner any defense, set-off rent or counterclaim or raised ------------------ other charge of any dispute with regard to its tenancy or nature under its Tenant Lease. Except Lease or otherwise relating to the Property for a period of more than thirty (30) days in advance. (v) To the best of Contributor's knowledge, except as set forth in Exhibit 7.1(d)(v), the Lease Schedule/Rent RollOwner has performed or paid all obligations ----------------- (including, there are no -13- without limitation, performance of all work and payment of all work and other leases tenant allowances) required to be performed or occupancy agreements to which Property Owner or paid by it under each of the Company Tenant Leases and is a party affecting the Property, no rents not in default of any of its obligations under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments thereto)Leases.

Tenant Leases. As All base rents and other fixed sums paid under the Tenant Leases for the Assets shall be prorated between Buyer and Sellers. All refundable Tenant Deposits held by Sellers under such Tenant Leases shall be paid to Buyer at Closing in the form of a credit against the Purchase Price due from Buyer at Closing. Sellers shall transfer their entire interests in any letters of credit or certificates of deposit held by them under such Tenant Leases as deposits and shall diligently cooperate with Buyer in obtaining any reissuance or confirmation of the Effective Dateeffect of the transfer of such instruments. Buyer shall not be entitled to any credit or reimbursement for rent concessions granted by Sellers to any Tenants. All prepaid base rents and other fixed charges under the applicable Tenant Leases attributable to the period after Closing shall be credited to Buyer. Delinquent rents and other charges due Sellers under the Tenant Leases as of the date of Closing shall not be prorated. Buyer shall be credited in escrow with any leasing commissions, tenant improvement allowances or other allowances to be paid by Buyer on or after the Closing Date with respect to the current term of any Tenant Lease or Tenant Lease modification executed, or any extension term or expansion of premises exercised, in each case, on or before October 1, 2001. Seller shall be credited in escrow with any leasing commissions, attorneys fees for drafting of leases, tenant improvement allowances, or other allowances actually paid by Seller before the Closing Date with respect to of any Tenant Lease or Tenant Lease modification executed, or any extension term or expansion of premises exercised, in each case, after October 1, 2001. Any percentage rent, real estate taxes, parking charges, operating and maintenance expenses, escalation rents or charges, electricity charges, cost of living increases or any other charges of a similar nature other than fixed or base rent under the applicable Tenant Leases (collectively, the Property Owner is "ADDITIONAL RENTS") collected by Sellers prior to the lessor Closing Date shall be prorated as of the Closing Date between Buyer and Sellers. As soon as practicable following the Closing, Sellers shall provide Buyer with information regarding Additional Rents which were received by Sellers prior to Closing and the amount of reimbursable expenses paid by Sellers prior to Closing. On or landlord or the successor lessor or landlord before June 30, 2002, Buyer shall deliver to Sellers a reconciliation of all expenses reimbursable under the Tenant Leases, and the amount of Additional Rents received by Sellers and Buyer relating thereto (the "RECONCILIATION"). Upon reasonable notice and during normal business hours, each party shall make available to the other all information reasonably required to confirm the Reconciliation. In the event of any overpayment of Additional Rents by the tenants to Sellers, Sellers shall promptly, but in no event later than twenty (20) days after receipt of the Reconciliation, pay to Buyer the amount of such overpayment and Buyer, as the landlord under the particular Tenant Leases, shall pay or credit to each applicable tenant the amount of such overpayment. In the event of an underpayment of Additional Rents by the tenants to Sellers, Buyer shall pay to Sellers the amount of such underpayment within twenty (20) days following Buyer's receipt of any such amounts from the tenants. Any rents or other sums that are due and payable under any Tenant Leases on or prior to the Closing Date, but which have not been collected by Sellers on or prior to the Company will Closing Date, or payment of which has been deferred until after the Closing Date (the "ARREARS"), to the extent applicable to any period of time on or prior to the Closing Date, and which are paid after the Closing Date shall, subject to the terms below, be paid to Sellers and if the lessor Arrears are received by Buyer, Buyer shall pay the Arrears to Sellers after collection by Buyer. Buyer shall use reasonable efforts (but shall not be required to commence legal action or landlord terminate or evict a tenant) to collect or cause to be collected such Arrears following the successor lessor Closing Date. Any and all rents so collected by Buyer following the Closing (less a deduction for all reasonable collection costs and expenses incurred by Buyer) shall be successively applied (after deduction for Buyer's reasonable collection costs and expenses) to the payment of (x) delinquent amounts due Buyer and (y) delinquent amounts due Sellers. If all or landlord under part of any rents or other charges received by Buyer following the Tenant LeasesClosing are allocable to Sellers pursuant to the foregoing sentence, then such sums shall be promptly paid to Sellers. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects Sellers reserves the right to pursue any damages remedy Sellers may have against any tenant with respect to (i) the description of the Tenant Leases; (ii) such Arrears, but shall have no right to Property Owner's knowledge, the identities of the Tenants exercise any other remedy under the Tenant Leases; Lease (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Depositsincluding, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Rollwithout limitation, the Tenant Leases are in full force and effect and have not been modified. There are no written termination or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments theretoeviction).

Tenant Leases. As Schedule 5.1(o) sets forth a true, complete and correct list and description of certain key terms of all Tenant Leases of such Seller (including a description of whether such leases are with respect to tenants who are installed but have not yet begun paying rent, tenants who have begun paying rent but are not yet installed, tenants who have not yet installed and not begun paying rent, and tenants who are installed and have begun paying rent) and specifically identifies all Tenant Leases that are master lease agreements, true, complete and correct copies of all of which have been or will be furnished to Purchaser and its representatives. Except as contained on Schedule 5.1(o): (i) each such Tenant Lease is in full force and effect, has not been modified or amended, is not the Effective Datesubject of any dispute with respect to computation or payment of fees, and no action to revoke, cancel, renegotiate or adversely affect in any manner any such Tenant Lease has been initiated or threatened, and such Seller is in compliance therewith; (ii) the Property Owner is the lessor or landlord or the successor lessor or landlord applicable Seller and any of its Affiliates has performed its obligations under the Tenant Leases, Leases and as of the Closing Date, the Company will be the lessor has not received any written or landlord oral notice from or given any written or oral notice to any tenant that such Seller or the successor lessor or landlord tenant, as the case may be, is in default under the Tenant Leases. The Lease Schedule/Rent Roll or that such tenant is trueentitled to any rent reduction, accurate and correct in all material respects refund, counterclaims or offset or to cancel or terminate or such tenant desires to terminate the applicable Tenant Lease or be released from any of its obligations under a Tenant Lease; (iii) there are no monetary or other defaults or any events that have occurred that with respect to (i) notice or the description lapse of time would constitute a default by any tenants or the applicable Seller under any such Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates no rent under a Tenant Lease has been paid to Sellers more than one (1) month in advance of the Tenant Leasesits due date; (v) no tenant has the monthly base rental payable thereunderright to be installed or is actually installed at a Property without the obligation to pay rent for any period of time other than customary rent abatements due to casualty or condemnation events; (vi) unpaid Leasing Costsno term of a Tenant Lease will exceed the term of the Ground Lease for the corresponding Property, provided all renewal terms of the applicable Ground Lease are exercised; and (vii) commissions; (viii) as of the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and applicable Closing there will be no ROFRs that have not expired, terminated or been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments thereto)irrevocably waived.

Tenant Leases. As Seller will as part of the Effective DateReview Materials provide to Buyer full, true and complete copies of all Tenant Leases. The Tenant Leases have not been amended, orally or in writing, except as previously disclosed to Buyer in writing. These representations regarding Tenant Leases extend to and include any subleases only to the extent Seller has actual knowledge of a sublease. With respect to the Tenant Leases: i. There are no oral or written leases, rental agreements or other occupancy agreements entered into or assumed by Seller other than the Tenant Leases allowing any person to occupy any portion of the Property. ii. Seller has not provided any persons other than (1) the tenants named in the Tenant Leases or (2) Seller’s contractors and vendors identified to Buyer, any right of possession to any portion of the Property. iii. Except as specifically reflected in the Tenant Leases, no concessions or abatements have been given to any tenant under a Tenant Lease and no tenant is occupying a portion of the Property Owner free of rent. iv. Excluding security deposits and advanced rentals disclosed in the Tenant Leases, no more than one months’ rent has been paid in advance by any tenant under a Tenant Lease. v. To the best of Seller’s actual knowledge, each Tenant Lease has been executed and is in full force and effect without modification and full rent is accruing thereunder. vi. Other than Buyer, no person has been granted by Seller an option or right of first refusal to purchase or lease any interest in the lessor Property under a Tenant Lease or landlord otherwise, and except as reflected in the Tenant Leases, no tenant or the successor lessor other person has any expansion rights or landlord renewal rights. vii. Tenants have taken occupancy of their units under the Tenant Leases. viii. No tenant is an affiliate of or affiliated with Seller. ix. Seller has not received written notice that it is in default under any Tenant Lease. To the best of Seller’s actual knowledge, and as there have been no acts or omissions by Seller that are likely to, with the passage of the Closing Datetime, the Company will be the lessor giving of notice or landlord both, constitute a default by Seller under a Tenant Lease. x. Other than rental or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects with respect to (i) the description of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except other delinquencies as set forth on the Delinquency Report, and to the best of Seller’s knowledge, no Tenants under a Tenant Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modifieddefault thereunder. xi. There are Except for the $100,000 commission due to Xxxxx Lang LaSalle Brokerage, Inc. as provided in Section 22 below, no written brokerage or oral promisesleasing commission is due, understandings unpaid or commitments between Property Owner and any Tenant other than those contained partially paid, or may become due in the future, with respect to Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to Seller will pay this commission which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after due at Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments thereto).

Tenant Leases. As All base rents and other fixed sums due under the Tenant Leases for the applicable Assets shall be prorated between Buyer and Seller. All refundable Tenant Deposits held by Seller and Seller Subsidiaries under such Tenant Leases shall be paid to Buyer at Closing in the form of a credit against the Cash due from Buyer at Closing. Seller and Seller Subsidiaries shall transfer their entire interests in any letters of credit or certificates of deposit held by them under such Tenant Leases as deposits and shall diligently cooperate with Buyer in obtaining any reissuance or confirmation of the Effective effect of the transfer of such instruments. Buyer shall not be entitled to any credit or reimbursement for rent concessions granted by Seller and Seller Subsidiaries to any Tenants. All prepaid base rents and other fixed charges under the applicable Tenant Leases attributable to the period after Closing shall be credited to Buyer. Delinquent rents and other charges due Seller and Seller Subsidiaries under the Tenant Leases as of the date of Closing shall not be prorated. Buyer shall be credited in escrow with: (i) any leasing commissions, tenant improvement allowances or other allowances to be paid by Buyer on or after the Closing Date with respect to the current term of any Tenant Lease or Tenant Lease modification executed, or any extension term or expansion of premises exercised, in each case, on or before September 1, 2000 excluding the two Tenant Leases with Century Theatres, Inc. (the "Theatre Tenant"), one dated December 17, 1999 for the Hilltop Property, and the other dated June 2000 for the Pleasant Hill Property (the "Theatre Leases"); and (ii) any leasing commissions, tenant improvement allowances or other allowances to be paid by Buyer for Tenant Leases included by Seller to satisfy the threshold condition precedent set forth in PARAGRAPH 5.2.8; and Seller shall pay on or before the Closing Date all such items due and payable prior to the Closing Date. At the Closings for the Hilltop Plaza Property and the Pleasant Hill Property, as applicable (as to clauses (i) and (ii) hereinbelow), and as to any Closing (as to clause (iii) hereinbelow), Seller shall receive a credit for the following: (i) payments of the amount of the Building Allowance paid by Seller as of such Closing to the Theatre Tenant pursuant to the Theatre Lease for the Hilltop Plaza Property and the costs and expenses incurred by Seller as of the Closing Date in connection with the preparation of the pad for the Theatre Tenant in accordance with and pursuant to that lease; (ii) all sums paid by Seller to the Theatre Tenant with respect to the 9,000 square foot "Retail Space" contiguous to the Theatre Tenant's premises pursuant to Section 5 of the Work Letter to the Theatre Lease for the Pleasant Hill Property (and Buyer shall affirmatively assume the payment of that obligation at Closing); and (iii) any leasing commissions, tenant improvement allowances or other allowances paid by Seller with respect to any Tenant Lease or Tenant Lease modification executed, or any extension, term or expansion of premises exercised, in each case, on or after September 1, 2000. Upon the Closing of Buyer's acquisition of the Hilltop Plaza Property, Buyer shall assume all tenant improvement obligations under the Theatre Lease for Hilltop Plaza. Seller shall only be entitled to a credit with respect to the costs and expenses described in clause (i) hereinabove relating to the pad preparation as to those costs and expenses that have actually been paid by Seller or the applicable Seller Subsidiary and are evidenced by invoices and evidence of payment of the contractors and suppliers reasonably satisfactory to Buyer. All other payments described above for which Seller is to receive a credit shall require reasonable proof of actual payment, such as canceled checks. Any percentage rent, real estate taxes, parking charges, operating and maintenance expenses, escalation rents or charges, electricity charges, cost of living increases or any other charges of a similar nature other than fixed or base rent under the applicable Tenant Leases (collectively, the "ADDITIONAL RENTS") collected by Seller prior to the Closing Date shall be prorated as of the Closing Date between Buyer and Seller. With respect to any percentage rent which has not yet been reported and/or paid by tenants under the Leases but which is attributable to any period prior to the Closing Date, Buyer shall pay to Seller at closing a reasonable estimated amount of such percentage rent applicable to such period based upon gross sales reported by such tenant for the Property Owner current calendar year, which estimated payment shall be subject to Reconciliation described below. Prior to the end of the calendar year in which the Closing occurs, Seller shall provide Buyer with information regarding Additional Rents which were received by Seller and Seller Subsidiaries prior to Closing and the amount of reimbursable expenses paid by Seller prior to Closing. On or before the date which is sixty (60) days following the lessor or landlord or end of the successor lessor or landlord calendar year in which the Closing occurs, Buyer shall deliver to Seller a reconciliation of all expenses reimbursable under the Tenant Leases, and the amount of Additional Rents received by Seller, Seller Subsidiaries and Buyer relating thereto (the "RECONCILIATION"). Upon reasonable notice and during normal business hours, each party shall make available to the other all information reasonably required to confirm the Reconciliation. In the event of any overpayment of Additional Rents by the tenants to Seller and Seller Subsidiaries Seller shall promptly, but in no event later than twenty (20) days after receipt of the Reconciliation, pay to Buyer the amount of such overpayment and Buyer, as the landlord under the particular Tenant Leases, shall pay or credit to each applicable tenant the amount of such overpayment. In the event of an underpayment of Additional Rents by the tenants to Seller and Seller Subsidiaries, Buyer shall pay to Seller the amount of such underpayment within twenty (20) days following Buyer's receipt of any such amounts from the tenants. Any rents or other sums that are due and payable under any Tenant Leases on or prior to the Closing Date, but which have not been collected by Seller or Seller Subsidiaries on or prior to the Company will Closing Date, or payment of which has been deferred until after the Closing Date (the "ARREARS"), to the extent applicable to any period of time on or prior to the Closing Date, and which are paid after the Closing Date shall, subject to the terms below, be paid to Seller and if the lessor Arrears are received by the Buyer, the Buyer shall pay the Arrears to the Seller after collection by the Buyer. Buyer shall use reasonable efforts (but shall not be required to commence legal action or landlord terminate or evict a tenant) to collect or cause to be collected such Arrears following the successor lessor Closing Date. Any and all rents so collected by Buyer following the Closing (less a deduction for all reasonable collection costs and expenses incurred by Buyer) shall be successively applied (after deduction for Buyer's reasonable collection costs and expenses) to the payment of (x) delinquent amounts due Buyer and (y) delinquent amounts due Seller. If all or landlord under part of any rents or other charges received by Buyer following the Tenant LeasesClosing are allocable to Seller pursuant to the foregoing sentence, then such sums shall be promptly paid to Seller. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects Seller reserves the right to pursue any damages remedy Seller may have against any tenant with respect to (i) the description of the Tenant Leases; (ii) such Arrears, but shall have no right to Property Owner's knowledge, the identities of the Tenants exercise any other remedy under the Tenant Leases; Lease (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Depositsincluding, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Rollwithout limitation, the Tenant Leases are in full force and effect and have not been modified. There are no written termination or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments theretoeviction).

Tenant Leases. As of the Effective Date, the Property Owner is the lessor or landlord or the successor lessor or landlord under the Tenant Leases, and as of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects with respect to (i) the description of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as otherwise set forth on the Lease Schedule/Rent Roll, Exhibits C and E hereto: (a) the Tenant Leases are in full force and effect and neither Seller nor the Property Manager has received any notice of a cancellation or termination of any Tenant Lease; (b) the Tenant Leases have not been modified. There are no written or oral promisessupplemented, understandings or commitments between Property Owner and amended, modified and/or changed in any manner whatsoever, except that any Tenant other than those contained Lease that conflicts with or is not consistent with the Restated Declaration or that does not clearly indicate that the demised premises are clearly a part of a Condominium Unit, as described in the Restated Declaration, shall be amended to make that clear and such amendment shall be subject to Purchaser's approval; (c) the summary of the Tenant Leases and the Rent Schedule are accurate and complete in all material respects, and Seller has no knowledge of any subleases or assignments by any Tenants; (d) Seller holds all legal right, title and interest as landlord under each of the Tenant Leases. To Property Owner, and all of such Seller's right, title and interest in and to the Tenant Leases are free and clear of all liens, other than the assignment to the existing construction lender who will be paid in full at the Closing; (e) to the best of Seller's knowledge, none Seller has fulfilled all of the Tenants have asserted landlord's duties and obligations in connection with the Tenant Leases; (i) to the best of Seller's knowledge, Seller is not in default under any defenseof the terms and provisions of the Tenant Leases, set-off or counterclaim or raised and (ii) neither Seller nor the Property Manager has received notice, nor has Seller any dispute knowledge, of any alleged default in connection with regard to its tenancy or its the Tenant Lease. Except Leases; (g) other than as set forth in the Lease Schedule/Rent RollTenant Leases, there are no other leases prepaid Rentals nor any currently existing Rental concessions or occupancy agreements setoffs, nor is any Tenant entitled to which Property Owner Rental concessions for any period subsequent to the Closing, nor has Seller or the Company is a party affecting Property Manager received any notice from any Tenant asserting any defense, setoff, or counterclaim in connection with the Tenant Leases; (h) the Tenants under the Tenant Leases are not in default as to payments due under the terms and provisions of the Tenant Leases; (i) no Tenant has the right to acquire all or any portion of the Real Property, except for the right of first refusal covering Unit 5 included in that Tenant Lease; and (j) there will be no rents under leasing commissions due and owing on the date of the Closing or at any time thereafter in connection with the then current term or any renewal term of the Lease of any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments thereto)Leases.

Tenant Leases. As The Tenant Leases listed on Exhibit E attached hereto are the only leases, licenses and occupancy agreements affecting the Office Condominium as of the Effective DateAgreement Date in which Assignor holds the lessor's, licensor's or grantor's interest and, with the exception of the Development Lease (Office Condominium) and (a) there are no other leases, licenses or occupancy agreements affecting the Office Condominium (other than subleases, licenses or occupancy agreements which may have been entered into by the Tenants if permitted under such Tenant Leases); (b) Assignor has made copies of all Tenant Leases available to Assignee, which copies are, to Assignor’s actual knowledge, true, complete and correct in all material respects, and to Assignor’s actual knowledge, the Property Owner is Tenant Leases represents the entire agreement between Assignor and such Tenants with respect to the Office Condominium; (c) as of the date hereof, to Assignor’s actual knowledge, Assignor, as lessor or landlord or the successor lessor or landlord under the Tenant Leases, and as has not received any written notice of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord any default by Assignor under the Tenant Leases. The Leases which has not been cured, nor has Assignor delivered written notice to any Tenant of any default by any such Tenant under the Tenant Leases which has not been cured; (d) to Assignor’s actual knowledge, Assignor has not received any written notice from any Tenant asserting any defense, offset or claim against, rent or additional rent payable by such Tenant under its Tenant Lease Schedule/Rent Roll is trueor right to cancel or terminate its Tenant Lease, accurate which has not been cured; (e) there are no tenant improvement allowances or landlord’s contributions due and correct payable by Assignor under the Tenant Leases or outstanding work to be performed by Assignor under the Tenant Leases (excepting, in all material respects with respect each case, any of the foregoing that may become due and payable or be required to (i) be performed after the description date hereof pursuant to the terms of the Tenant Leases); (iif) to Property Owner's Assignor’s actual knowledge, the identities of the Tenants under the no Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are is in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents rent for than one month. Other than Leasing Costs pursuant to any period in excess of thirty (30) days; (g) the Pending Transactions and other than rent roll for the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a Office Condominium attached hereto as Exhibit F-9 is true, correct and complete copy of in all Tenant Leases (including all amendments thereto)material respects.

Tenant Leases. As Schedule 3.44 sets forth each Tenant Lease. The Tenant Leases and the Improvements thereon are free and clear of all Liens other than Permitted Encumbrances. The Company is the original lessor (or has validly succeeded to the rights of the Effective Dateoriginal lessor) under each of the Tenant Leases. Except for the rights of the Tenants, the Property Owner is the lessor or landlord or the successor lessor or landlord under as tenants only, pursuant to the Tenant Leases, and as of the Closing Date, the no Person other than The Company will on any applicable Closing Date be the lessor in, or landlord have any right or the successor lessor or landlord under claim to, possession of any of the Tenant Leases. The Lease Schedule/Rent Roll is trueOther than the Tenant Leases, accurate and correct there are no leases, subleases, licenses or other occupancy agreements (written or oral) which grant any possessory interest in all material respects or to the Tower Sites or the Improvements thereon, or which grant other rights with respect to the use of any of the Tower Sites or Improvements thereon. Except as set forth on Schedule 3.44-1: (ia) each Tenant Lease is in full force and effect and is valid and binding on the parties thereto, except as enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar Laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies; (b) except as set forth on Schedule 3.44-2, each Tenant existing has accepted possession of its premises under its Tenant Lease; (c) the description Company is collecting the rent set forth in each Tenant Lease on a current basis and there are no past due amounts thereunder; (d) except as expressly set forth in the Tenant Leases, no Tenant is entitled to any rental concessions or abatements in rent for any period subsequent to the Initial Closing Date; (e) the Company has not given notice to any Tenant claiming that the Tenant is in default under its Tenant Lease, which has not been cured, and, to the Company’s Knowledge, there is no event which, with the giving of notice or the passage of time or both, would constitute such a default; (f) except as set forth on Schedule 3.44-3, the Company has not received notice from any Tenant claiming that the Company is in default under the Lease, or claiming that there are defects in the Improvements, which default or defect remains in any manner uncured; (g) the Company has not received notice from any Tenant asserting any claims, offsets or defenses of any nature whatsoever to the performance of its obligations under its Tenant Lease and, to the Company’s Knowledge, there is no event which, with the giving of notice or the passage of time or both, would constitute the basis of such claim, offset or defense; (h) except as expressly set forth in the Tenant Leases, there are no security deposits or prepaid rentals under any of the Tenant Leases; (iii) no Tenant Lease provides for nonmonetary rent or other consideration to Property Owner's knowledgethe lessor thereunder, except for the identities rights of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates Leases to install and/or collocate certain emergency 9-1-1 antennas and other related equipment and certain obligations of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, Company and (ix) the Lease/amendments dates. Except its affiliates to operate storm water management systems as set forth on Schedule 3.44-4; (j) no Tenant is an Affiliate of the Lease Schedule/Rent RollCompany; and (k) the Company has not received or given notice of cancellation, the Tenant Leases are termination, non-renewal or rejection in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and bankruptcy of any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments thereto).

Tenant Leases. As Seller has heretofore delivered to Buyer a true, correct, and complete rent roll, dated as of a date not earlier than ten (10) days prior to the Effective Date, for the Property Seller owns (the “Rent Roll”) of annual and monthly rents payable by all tenants under Leases, expiration dates of the Leases, and the amount of security deposit being held by Seller under each Lease, if any; a true copy of the Rent Roll is attached to this Agreement as Exhibit S. Seller has not granted any Tenant any rent concessions or extensions of time not reflected in the Rent Roll beyond reasonable and customary concessions and extensions in the ordinary course of business. Seller has delivered to Buyer true, correct and complete copies of the Leases in effect as of the Effective Date, the Property Owner is the lessor and there are no other agreements (written or landlord oral) in effect which amend in any material respect, or the successor lessor or landlord under the Tenant Leases, and as waive any material right of the Closing DateSeller under, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Unless otherwise specified in the Rent Roll is true, accurate and correct in all material respects with respect to Roll: (i) the description of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not effect, (ii) no notice of default has been modified. There are no written or oral promises, understandings or commitments between Property Owner and given to any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants which remains uncured and which would have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting Material Adverse Effect on the Property, (iii) to the Seller’s knowledge, no rents under Tenant has any material set off or claim, or defense to the enforcement of the Tenant Leases have been prepaid for more than one monthany Lease, and there (iv) Tenants are no not in arrears in the payment of rents for than one month. Other than Leasing Costs pursuant rent, additional rent or any other charges whatsoever due under any Lease in excess of the lesser of ten percent (10%) of the monthly amount due under the Lease or $10,000 in the aggregate per Tenant, and to Seller’s knowledge, no Tenant is materially in default in the performance of any other obligations of such Tenant under its Lease, (v) no rentals have been prepaid under any of the Leases in excess of thirty (30) days, (vi) Seller currently holds the security deposits (if any) as reflected in the Rent Roll and has not given any credit, refund, or set off against such security deposits to any Person, (vii) there is no material unperformed work required on the part of any landlord under any Lease applicable to the Pending Transactions Property, (viii) no concession or credit has been given to any Tenant which would reduce the rent due to less than that shown on the Rent Roll, and (ix) other than on-site property managers, to Seller’s knowledge there are no Persons using or occupying space in the Property as Tenants other than the Persons specifically named in the Leases. No brokerage or leasing commission or other compensation is or will be due or payable to any firm, corporation or other entity with respect to or on account of the Leases applicable to the Property, except as set forth on the Rent Roll. Seller shall be solely responsible for all such fees and commissions heretofore paid for the current term of a Lease, and Buyer will be solely responsible for all fees and commissions due to any broker periodically after the Closing during the current term (as shown on the Rent Roll) or on any renewal, extension or expansion with regard to a Lease. Seller has not entered into any agreement with any broker or other party that would entitle such broker or party to a commission upon the exercise of any renewal options by any Tenant under the Leases applicable to the Property or expansions by reason of the extension or renewals between renewal of such Leases, except as is disclosed on the Effective Date and Closing which have been approved by CBL/OP, there Rent Roll. There are no Leasing Costs for options or rights of first refusal affecting Seller’s Property, except as set forth on Exhibit K attached hereto, all of which CBL/OP or are the Company shall become liable or that shall constitute a lien on subject of valid and binding waivers entered into by the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy holders of all Tenant Leases (including all amendments thereto)such rights.

Tenant Leases. As 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 Effective Dateright to occupy, space in the Property Owner is Project (which leases, agreements and other documents, and all amendments, modifications and supplements thereto, together with the lessor or landlord or lease documents entered into with respect to the successor lessor or landlord under 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 correct (i) list of all security deposits currently being held by Seller in connection with the Tenant Leases, (ii) commencement date and as expiration date for each Tenant Lease, (iii) [intentionally omitted], and (iv) list of the Closing Date, the Company will be the lessor any outstanding (current or landlord future) free rent periods or the successor lessor or landlord under the rent abatements set forth in each Tenant LeasesLease. The Lease Schedule/Rent Roll is Seller has made true, accurate correct and correct in all material respects with respect to (i) the description complete copies of the Tenant Leases; (ii) , together with all correspondence relating to Property Owner's knowledgethe exercise or non-exercise of any rights of first offer to lease, rights of first refusal to lease or similar options, available to Purchaser on the identities of the Tenants under due diligence website created for this transaction. Except for the Tenant Leases; (iii) , Seller has not entered into any other leases or other occupancy agreements affecting the space occupied by the Tenants; (iv) the expiration dates of Project and, to Seller’s knowledge, except for the Tenant Leases; (v) , no other third party has entered into any other leases or other occupancy agreements affecting the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments datesProject. Except as set forth in the Tenants Leases, Seller has not granted any party any option to purchase the Project, rights of first refusal to purchase the Project or any licenses or other similar agreement with respect to the Project. To Seller's actual knowledge, except as shown on Exhibit D-2 attached hereto, there are no defaults under any of the Lease Schedule/Rent Roll, Tenant Leases and the Tenant Leases are in full force and effect and have not been modifiedeffect. There are no written brokerage commissions or oral promises, understandings fees due now or commitments between Property Owner and any Tenant other than those contained payable in the future in connection with the Tenant Leases. To Property Owner's knowledge, none of and all tenant improvement costs and work applicable to the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of current term and space covered by the Tenant Leases have been prepaid for more than one monthpaid completed and paid in full, and there are no arrears except as shown on Exhibit D-3 attached hereto. With respect to the Tenant Lease with STVT-AAI Education, Inc. (the “Ancora Lease”), the Delivery Date (as such terms is defined in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OPAncora Lease) occurred on March 21, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments thereto)2019.

Tenant Leases. As (a) The Leases are valid and binding obligations of Seller, enforceable against Seller in accordance with their terms, subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium, laws governing fraudulent conveyance or equitable subordination principles and other laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity. To the best knowledge of Seller, the Leases are valid and binding obligations of the Effective Datelessees, enforceable against the lessees in accordance with their terms, subject as to enforcement to bankruptcy, insolvency, reorganization, moratorium, laws governing fraudulent conveyance or equitable subordination principles and other laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity. To the best knowledge of Seller, the Property Owner is lessees under the lessor or landlord Leases are not in default under, and no event has occurred which, with notice or the successor lessor lapse of time or landlord both would constitute a default by any lessee under the Tenant Leases. Seller has not previously received notice of any event of default, or event or condition which with the giving of notice or lapse of time, or both, would constitute a default under the Leases. Seller has delivered a true and as correct copy of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant LeasesLeases to Purchaser. The Lease Schedule/Rent Roll is true, accurate Leases are the only agreements between the Seller and correct in all material respects the respective tenants thereunder relating to the Branch Premises. The respective Leases represent the entire agreement between the respective tenants thereunder and the Seller with respect to (i) the description Branches. All payments of rent or other monies required to be paid to the Tenant Leases; (ii) Seller pursuant to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one monthpaid. The terms of the Leases permit the premises subject to the Leases to be used as commercial offices only. Lease summaries are detailed herein as Schedule 4.06. (b) Seller is not entitled to, and there are has made no arrears in agreements with the payment tenants under the Leases, or tenants’ agents, employees or representatives, concerning free rent, or other type of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases rental concession including, without limitation, lease support payments or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments thereto)lease buyouts.

Tenant Leases. As Seller shall not (unless required under the terms of the Effective DateTenant Lease), without the prior approval of Purchaser, which approval may be withheld or conditioned in Purchaser's sole and absolute discretion, in any respect execute any additional lease affecting the Real Property Owner is or amend, modify or terminate, or waive any rights under, a Tenant Lease. Between the lessor or landlord or the successor lessor or landlord under the Tenant Leases, date of this Agreement and as of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord Seller shall not consent (unless required under the terms of a Tenant LeasesLease) to any assignment or sublease requested by a Tenant without the prior approval of Purchaser, which approval may not be unreasonably withheld. The Lease Schedule/Rent Roll is trueSeller shall not, accurate without Purchaser's prior written consent (which consent may be withheld or conditioned in Purchaser's sole and correct in all material respects with respect to absolute discretion) (i) the description apply all or any portion of the any Tenant Leases; Security Deposit to any delinquent rentals or to cure any other default under any Tenant Lease, or (ii) to Property Owner's knowledge, the identities accept payment of rentals or other sums due from any Tenant in advance of more than one (1) month of the Tenants due date. Unless required under the terms of such Tenant Leases; Lease, Seller shall not renew or extend a Tenant Lease, between the date of this Agreement and the Closing Date, without the prior approval of Purchaser, which approval may not be unreasonably withheld. Unless requested under the terms of such Tenant Lease, after the date which is five (iii5) the space occupied by the Tenants; (iv) business days prior to the expiration dates of the Inspection Period, Seller shall not renew or extend a Tenant Leases; Lease without the prior approval of Purchaser, which may be withheld by Purchaser in its sole and absolute discretion. Purchaser must respond to a request by Seller for the approval by Purchaser of a proposed extension or renewal within two (v2) business days of the monthly base request by Seller for such approval. If Purchaser does not respond to Seller's request for approval within such two (2) business day period, then the proposed renewal or extension shall be deemed approved by Purchaser. The foregoing notwithstanding, Seller, without the consent of Purchaser, shall have the right (a) to enter into a new Tenant Lease for the unleased space in the Condominium Units, using Seller's standard form lease at the rental payable thereunder; (vi) unpaid rates acceptable to Purchaser and in accordance with the Leasing Costs; (vii) commissions; (viii) the Tenant Security DepositsCriteria set forth in Exhibit U hereof, and (ixb) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the to amend Tenant Leases are in full force for such adjustments as Seller deems reasonable and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in prudent to accommodate the Tenant Leases. To Property Owner's knowledge, none substantial completion of the tenant fit-up required under such leases and the actual rent commencement date of such leases, provided, however, such amendments do not adversely affect the obligations of Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in pay rent from and after the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments thereto)Date.