Common use of Representations and Warranties on Leases Clause in Contracts

Representations and Warranties on Leases. Borrower represents and warrants to Lender with respect to the Leases of each Individual Property under which Borrower is the landlord that: (a) the Leases are valid and in full force and effect; (b) the Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (c) the copies of the Leases delivered to Lender are true and complete; (d) neither the landlord nor any tenant is in default under any of the Leases; (e) with the exception of those Operating Leases which shall be replaced with TRS Leases, Borrower has no knowledge of any notice of termination or default with respect to any Lease; (f) landlord has not assigned or pledged any of the Leases, the rents or any interests therein except to Lender; (g) no tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Individual Property; (h) with the exception of those Operating Leases which shall be replaced with TRS Leases, no tenant has the right to terminate its Lease prior to expiration of the stated term of such Lease; (i) no tenant has prepaid more than one month's rent in advance (except for bona fide security deposits not in excess of an amount equal to two month's rent); (j) no tenant under any Lease has any right or option for additional space; (k) all existing Leases are subordinate to the Mortgage either pursuant to their terms or a recorded subordination agreement; and (1) no termination fees are required in connection with the scheduled termination as of December 31, 2000 of those Operating Leases which are to be replaced with TRS Leases.

Representations and Warranties on Leases. Borrower represents and warrants to Lender with respect to the Leases leases of each Individual Property under which Borrower is the landlord Project that: (a1) the Leases rent roll delivered to Lender is true and correct, and the leases are valid and in full force and effect; (b2) the Leases leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (c3) the copies of the Leases leases delivered to Lender are true and complete; (d4) neither the landlord nor more than (i) five percent (5 %) of the self-storage tenants at any one Project and (ii) five percent (5%) of all self-storage tenants at all Projects are in default under any of the leases; (5) no retail or office tenant is in default under any of the Leasesleases which would represent more than five percent (5%) of the Operating Revenues of any one Project or the Projects in aggregate; (e6) with the exception of those Operating Leases which shall be replaced with TRS Leases, Borrower has no knowledge of any notice of termination or default with respect to any retail or office lease which would represent more than five percent (5%) of the Operating Revenues of any one Project or the Projects in aggregate (except that ▇▇▇▇▇▇-▇▇▇▇▇▇ has given notice that it is terminating the ▇▇▇▇▇▇-▇▇▇▇▇▇ Lease); (f7) landlord Borrower has not assigned or pledged any of the Leasesleases, the rents or any interests therein except to Lender; (g) 8) no tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Individual Propertyany Project; (h9) with the exception of those Operating Leases which shall be replaced with TRS Leases, no retail or office tenant has the right to terminate its Lease lease prior to expiration of the stated term of such Leaselease; (i10) no tenant not more than five percent (5%) of the self-storage tenants at any Project has prepaid more than one month's ’s rent in advance (except for bona fide security deposits not in excess of an amount equal to two month's ’s rent), and no self-storage tenants have prepaid more than twelve month’s rent in advance; (11) no retail or office tenant has prepaid more than one month’s rent in advance (except for bona fide security deposits not in excess of an amount equal to two month’s rent); and (j) no tenant under any Lease has any right or option for additional space; (k12) all existing Leases retail and office leases are subordinate to the Mortgage applicable Mortgages either pursuant to their terms or a recorded subordination agreement; and (1) no termination fees , or are required in connection with the scheduled termination as of December 31, 2000 of those Operating Leases which are to be replaced with TRS Leasesmonth-to-month leases.

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

Representations and Warranties on Leases. Borrower represents and warrants to Lender with respect to leases of the Leases of each Individual Property under which Borrower is the landlord Project that: (a1) the Leases rent roll delivered to Lender is true and correct, and the leases are valid and in full force and effect; (b2) the Leases leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (c3) the copies of the Leases leases delivered to Lender are true and complete; (d4) neither the landlord nor any tenant is in default under any of the Leasesleases; (e5) with the exception of those Operating Leases which shall be replaced with TRS Leases, Borrower has no knowledge of any notice of termination or default with respect to any Leaselease; (f6) landlord Borrower has not assigned or pledged any of the Leasesleases, the rents or any interests therein except to Lender; (g7) no tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Individual PropertyProject; (h) with 8) except as expressly set forth in the exception of those Operating Leases which shall be replaced with TRS Leasesleases provided to Lender prior to the Closing Date, no tenant has the right to terminate its Lease lease prior to expiration of the stated term of such Leaselease; (i9) no tenant has prepaid more than one month's rent in advance (except for bona fide security deposits not in excess of an amount equal to two month's rent); and (j) no tenant under any Lease has any right or option for additional space; (k10) all existing Leases leases are subordinate to the Mortgage either pursuant to their terms or a recorded subordination agreement; and (1) no termination fees are required in connection with the scheduled termination as of December 31, 2000 of those Operating Leases which are to be replaced with TRS Leases.

Representations and Warranties on Leases. Borrower represents and warrants to Lender with respect to leases of the Leases of each Individual Property under which Borrower is Project that, except as set forth in any writing delivered to Lender prior to the landlord thatClosing Date: (a) the Leases rent roll delivered to Lender is true and correct, and the leases are valid and in and full force and effect; (b) the Leases leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (c) the copies of the Leases leases delivered to Lender are true and complete; (d) neither the landlord nor any tenant is in default under any of the Leasesleases; (e) with the exception of those Operating Leases which shall be replaced with TRS Leases, Borrower has no knowledge of any notice of termination or default with respect to any Leaselease; (f) landlord Borrower has not assigned or pledged any of the Leasesleases, the rents or any interests therein except to Lender; (g) except as set forth in any writing delivered to Lender prior to the Closing Date, no tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Individual PropertyProject; (h) with except as set forth in any writing delivered to Lender prior to the exception of those Operating Leases which shall be replaced with TRS LeasesClosing Date, no tenant has the right to terminate its Lease lease prior to expiration of the stated term of such Leaselease; and (i) no tenant has prepaid more than one month's ’s rent in advance (except for bona fide security deposits not in excess of an amount equal to two month's ’s rent); (j) no tenant under any Lease has any right or option for additional space; (k) all existing Leases are subordinate to the Mortgage either pursuant to their terms or a recorded subordination agreement; and (1) no termination fees are required in connection with the scheduled termination as of December 31, 2000 of those Operating Leases which are to be replaced with TRS Leases.

Representations and Warranties on Leases. Borrower represents and warrants to Lender with respect to the Leases of each Individual Property under which Borrower is the landlord that: (a) the Leases are valid and in full force and effect; (b) the Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (c) the copies of the Leases delivered to Lender are true and complete; (d) neither the landlord nor any tenant is in default under any of the Leases; (e) with the exception of those Operating Leases which shall be replaced with TRS Leases, Borrower has no knowledge of any notice of termination or default with respect to any Lease; (f) landlord has not assigned or pledged any of the Leases, the rents or any interests therein except to Lender; (g) no tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Individual Property; (h) with the exception of those Operating Leases which shall be replaced with TRS Leases, no tenant has the right to terminate its Lease prior to expiration of the stated term of such Lease; (i) no tenant has prepaid more than one month's rent in advance (except for bona fide security deposits not in excess of an amount equal to two month's rent); (j) no tenant under any Lease has any right or option for additional space; (k) all existing Leases are subordinate to the Mortgage either pursuant to their terms or a recorded subordination agreement; and (1) no termination fees are required in connection with the scheduled termination as of December 31, 2000 of those Operating Leases which are respect to be replaced with TRS Leasesany Lease.

Representations and Warranties on Leases. Borrower represents and warrants to Lender with respect to leases of the Leases of each Individual Property under which Borrower is the landlord Projects that: (a) to Borrower’s knowledge, the Leases rent rolls of the Projects delivered to Lender are true and correct, and the leases are valid and in full force and effect; (b) the Leases leases (including amendments) are in writing, and and, to Borrower’s knowledge, there are no oral agreements with respect thereto; (c) the copies of the Leases leases delivered to Lender are true and complete; (d) to Borrower’s knowledge, neither the landlord nor any tenant is in default under any of the Leasesleases; (e) with the exception of those Operating Leases which shall be replaced with TRS Leases, Borrower has no knowledge of any notice of termination or default with respect to any Leaselease; (f) landlord Borrower has not assigned or pledged any of the Leasesleases, the rents or any interests therein except to Lender; (g) to Borrower’s knowledge, no tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Individual Propertyany Project; (h) with the exception of those Operating Leases which shall be replaced with TRS Leasesto Borrower’s knowledge, no tenant has the right to terminate its Lease lease prior to expiration of the stated term of such Leaselease; (i) to Borrower’s knowledge, no tenant has prepaid more than one month's ’s rent in advance (except for bona fide security deposits not in excess of an amount equal to two month's ’s rent); and (j) no tenant under any Lease has any right or option for additional space; (k) to Borrower’s knowledge, all existing Leases leases are subordinate to the Mortgage either pursuant to their terms or a recorded subordination agreement; and (1) no termination fees are required in connection with the scheduled termination as of December 31, 2000 of those Operating Leases which are to be replaced with TRS Leases.

Representations and Warranties on Leases. Borrower represents and warrants to Lender with respect to the Leases of each Individual Property under which Borrower is the landlord Landlord, if any, that: (a) the rent roll delivered to Lender is true, complete and correct, and the Leases are valid and in and full force and effect; (b) the Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (c) the copies of the Leases delivered to Lender are true and complete; (d) neither the landlord nor any tenant is in material default under any of the Leases; (e) with the exception of those Operating Leases which shall be replaced with TRS Leases, Borrower has no knowledge of any notice of termination or default with respect to any Lease; (f) landlord Borrower has not assigned or pledged any of the Leases, the rents or any interests therein except to Lender; (g) except as expressly disclosed on Schedule IV attached hereto, no tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Individual Property; (h) with the exception of those Operating Leases which shall be replaced with TRS Leases, no tenant has the right to terminate its Lease prior to expiration of the stated term of such Lease; (i) no tenant has prepaid more than one month's rent in advance (except for bona fide security deposits not in excess of an amount equal to two month's rent, or as otherwise expressly provided in such Lease); (j) no tenant under any Lease has any right or option for additional space; (k) all existing Leases are subordinate to the Mortgage either pursuant to their terms or a recorded subordination agreement; and (1l) there are no termination fees are required long term subleases in connection with the scheduled termination effect other than subleases of space for ancillary hotel uses such as of December 31, 2000 of those Operating Leases which are to be replaced with TRS Leasesgift shops.

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

Representations and Warranties on Leases. Borrower represents and warrants to Lender with respect to leases of the Leases of each Individual Property under which Borrower is the landlord Project that: (a) to Borrower’s knowledge, the Leases rent roll and occupancy and delinquency reports delivered to Lender are true and correct in all material respects, no other leases, sublease, tenancies or occupancies affect the Project, except as set forth in the rent roll and such occupancy and delinquency reports, and the leases are valid and in and full force and effect; (b) the Leases leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (c) to Borrower’s knowledge, except as set forth in the copies of the Leases delivered delinquency report furnished to Lender are true and complete; (d) Lender, neither the landlord nor any tenant is in default under any of the Leasesleases; (ed) with the exception of those Operating Leases which shall be replaced with TRS Leases, Borrower has no knowledge of any notice of termination or default with respect to any Leaselease, except as may be expressly set forth in the leases; (fe) landlord Borrower has not assigned or pledged any of the Leasesleases, the rents or any interests therein except to Lender; (gf) except as set forth in any lease furnished to Lender, no tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Individual PropertyProject; (hg) with the exception of those Operating Leases which shall be replaced with TRS Leasesexcept as set forth in any lease furnished to Lender, no tenant has the right to terminate its Lease lease prior to expiration of the stated term of such Leaselease; and (ih) no tenant has prepaid more than one month's ’s rent in advance (except for bona fide security deposits not in excess of an amount equal to two month's ’s rent); (j) no tenant under any Lease has any right or option for additional space; (k) all existing Leases are subordinate to the Mortgage either pursuant to their terms or a recorded subordination agreement; and (1) no termination fees are required in connection with the scheduled termination as of December 31, 2000 of those Operating Leases which are to be replaced with TRS Leases.

Representations and Warranties on Leases. (a) Borrower represents and warrants to Lender Agent with respect to the Leases of each Individual Property under which Borrower is the landlord Project that, to its knowledge: (ai) the occupancy certificate separately delivered to Agent at or prior to Closing, if any, is true and correct as of the date hereof, and the Leases are valid and in and full force and effect; (bii) the Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (ciii) the copies of the Leases delivered to Lender Agent are true and complete; (div) neither the landlord nor any tenant is in default under any of the non-residential Leases; (ev) with the exception of those Operating Leases which shall be replaced with TRS Leases, Borrower has no knowledge of any notice of termination or default with respect to any non-residential Lease; (fvi) landlord Borrower has not assigned or pledged (and has not permitted Master Tenant or Guarantor to assign or pledge) any of the Leases, the rents or any interests therein therein, except to LenderAgent; (gvii) no non-residential tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Individual PropertyProject; (hviii) with the exception of those Operating Leases which shall be replaced with TRS Leases, no tenant has the right to terminate its Lease prior to expiration of the stated term of such LeaseLease (unless due to casualty or condemnation of the Project); and (iix) no tenant has prepaid more than one month's rent in advance (except for bona fide security deposits not in excess of an amount equal to two month's rent); . (jb) no tenant under any Lease has any right or option for additional space; (k) The Project shall at all existing Leases are subordinate times be master leased to Master Tenant pursuant to the Master Lease. The Master Lease shall, at all times during the term of the Loan, be subordinated to the lien of the Mortgage either pursuant to their the terms or a recorded subordination agreement; and (1) no termination fees are required in connection with of the scheduled termination as of December 31, 2000 of those Operating Leases which are to be replaced with TRS LeasesSubordination Agreement.

Representations and Warranties on Leases. Borrower represents and warrants to Lender with respect to the Leases of each Individual Property under which Borrower is the landlord Landlord, if any, that: (a) the rent roll delivered to Lender is true, complete and correct, and the Leases are valid and in and full force and effect; (b) the Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (c) the copies of the Leases delivered to Lender are true and complete; (d) neither the landlord nor any tenant is in material default under any of the Leases; (e) with the exception of those Operating Leases which shall be replaced with TRS Leases, Borrower has no knowledge of any notice of termination or default with respect to any Lease; (f) landlord Borrower has not assigned or pledged any of the Leases, the rents or any interests therein except to Lender; (g) except as expressly disclosed on Schedule III attached hereto, no tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Individual Property; (h) with the exception of those Operating Leases which shall be replaced with TRS Leases, no tenant has the right to terminate its Lease prior to expiration of the stated term of such Lease; (i) no tenant has prepaid more than one month's rent in advance (except for bona fide security deposits not in excess of an amount equal to two month's rent, or as otherwise expressly provided in such Lease); (j) no tenant under any Lease has any right or option for additional space; (k) all existing Leases are subordinate to the Mortgage either pursuant to their terms or a recorded subordination agreement; and (1l) there are no termination fees are required long term subleases in connection with the scheduled termination effect other than subleases of space for ancillary hotel uses such as of December 31, 2000 of those Operating Leases which are to be replaced with TRS Leasesgift shops.

Representations and Warranties on Leases. Except for matters set forth in Schedule 5.1(a) attached hereto and made a part hereof, Borrower represents and warrants to Lender Lender, with respect to the Leases of each Individual Property under which Borrower is the landlord Leases, that: (a) the rent roll attached hereto as Schedule 5.1(b) is true, correct and complete, and the Leases are valid and in full force and effect; (b) the Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (c) the copies of the Leases delivered to Lender are true true, correct and complete; (d) neither the landlord nor nor, to Borrower’s knowledge, any tenant is in default under any of the Leases; (e) with the exception of those Operating Leases which shall be replaced with TRS Leases, Borrower has no knowledge of any notice of termination or default with respect to any Lease; (f) landlord Borrower has not assigned or pledged any of the Leases, the rents or any interests therein except to Lender; (g) except as set forth in the rent roll attached as Schedule 5.1(b), no tenant or other party has an any right or option or right of first refusal or offer, to purchase all or any portion of the Individual PropertyProject, other than Existing Tenant’s right of first offer to purchase the Project pursuant to Article 27 of the Existing Tenant Lease; (h) with the exception of those Operating Leases which shall be replaced with TRS Leases, no tenant has the right to terminate its Lease prior to expiration of the stated term of such Lease, except for Existing Tenant’s right to terminate the Existing Lease pursuant to Article 13 of the Existing Tenant Lease; and (i) no tenant has prepaid more than one (1) month's ’s rent in advance (except for bona fide security deposits not in excess of an amount equal to two month's rentdeposits); (j) no tenant under any Lease has any right or option for additional space; (k) all existing Leases are subordinate to the Mortgage either pursuant to their terms or a recorded subordination agreement; and (1) no termination fees are required in connection with the scheduled termination as of December 31, 2000 of those Operating Leases which are to be replaced with TRS Leases.

Representations and Warranties on Leases. Borrower represents and warrants to Lender with respect to the Leases of each Individual Property under which Borrower is that as of the landlord thatdate hereof: (a) the Leases are valid and in and full force and effect; (b) the Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (c) the copies of the Leases delivered to Lender are true and complete; (d) neither the landlord nor any tenant is in default under any of the Leases; (e) with the exception of those Operating Leases which shall be replaced with TRS Leases, Borrower has no knowledge of any notice of termination or default with respect to any Lease; (f) landlord Borrower has not assigned or pledged any of the Leases, the rents or any interests therein except to Lender; (g) no tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Individual Property; (h) with the exception of those Operating Leases which shall be replaced with TRS Leases, no tenant has the right to terminate its Lease prior to expiration of the stated term of such Lease except upon the happening of a casualty or condemnation and in such event only pursuant to and in accordance with the terms and provisions of its Lease; (i) no tenant has prepaid more than one month's rent in advance (except for bona fide security deposits not in excess of an amount equal to two month's rent); (j) no tenant under any Lease has any right or option for additional space; (k) all existing Leases are subordinate to the Mortgage either pursuant to their terms or a recorded subordination agreement; and (1l) there are no termination fees are required long term subleases in connection with the scheduled termination effect other than subleases of space for ancillary hotel uses such as of December 31, 2000 of those Operating Leases which are to be replaced with TRS Leasesgift shops.

Representations and Warranties on Leases. (a) Each Borrower represents and warrants to Lender Administrative Agent with respect to the Leases of each Individual Property under which Borrower is the landlord any Facility that, to its knowledge: (ai) the occupancy certificate separately delivered to Administrative Agent at or prior to the Restatement Date, if any, is true and correct as of the date hereof, and the Leases are valid and in and full force and effect; (bii) the Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (ciii) the copies of the Leases delivered to Lender Administrative Agent are true and complete; (div) neither the landlord nor any tenant is in default under any of the non-residential Leases; (ev) with the exception of those Operating Leases which shall be replaced with TRS Leases, Borrower has no knowledge of any notice of termination or default with respect to any non-residential Lease; (fvi) landlord Borrower has not assigned or pledged (and has not permitted Master Tenant or Guarantor to assign or pledge) any of the Leases, the rents or any interests therein therein, except to LenderAdministrative Agent; (gvii) no non-residential tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Individual Propertyany Facility; (hviii) with the exception of those Operating Leases which shall be replaced with TRS Leases, no tenant has the right to terminate its Lease prior to expiration of the stated term of such LeaseLease (unless due to casualty or condemnation of any Facility); and (iix) no tenant has prepaid more than one month's rent in advance (except for bona fide security deposits not in excess of an amount equal to two month's rent); . (jb) no tenant under any Lease has any right or option for additional space; (k) The Arbor Place Facility shall at all existing Leases are subordinate times be master leased to Master Tenant pursuant to the Master Lease. The Master Lease shall, at all times during the term of the Loan, be subordinated to the lien of the Mortgage either on the Arbor Place Facility pursuant to their the terms or a recorded subordination agreement; and (1) no termination fees are required in connection with of the scheduled termination as of December 31, 2000 of those Operating Leases which are to be replaced with TRS LeasesML Subordination Agreement.

Representations and Warranties on Leases. Borrower represents and warrants to Lender with respect to the all Leases of each Individual Property under which Borrower is the landlord that: (a1) the rent roll delivered to Lender for each Property is true and correct as of the date of such rent roll (provided that as to any rent roll delivered for a Property owned by Borrower or an Affiliate of Borrower for less than two (2) months prior to the Closing Date, the foregoing representation and warranty is made to Borrower's knowledge), and the Leases are valid and in and full force and effect; (b2) the Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; (c3) the copies of the Leases delivered to Lender are true and complete; (d4) to Borrower's knowledge, except as set forth in Schedule 5.1(A), neither the landlord nor any tenant Tenant is in material default under any of the Leases; (e5) with the exception of those Operating Leases which shall be replaced with TRS Leasesexcept as set forth in Schedule 5.1(B), Borrower has no knowledge knowledge, after due inquiry, of any notice of termination or default with respect to any Lease; (f6) landlord with respect to Leases of space at the Borrower Properties, neither Borrower nor the Gateway Tower Owner has not assigned or pledged any of the Leases, the rents or any interests therein except to Lender; (g7) with respect to Leases of space at the Nomura Properties, the Nomura Borrower has not assigned or pledged any of the Leases, the rents or any interests therein except to the Nomura Lender; (8) except as set forth in Schedule 5.1(C), no tenant Tenant or other party has an option or right of first refusal or offer, to purchase all or any portion of the Individual any Property; (h9) with the exception of those Operating Leases which shall be replaced with TRS Leasesexcept as set forth in Schedule 5.1(D), no tenant Tenant has the right to terminate its Lease prior to expiration of the stated term of such Leaselease; (i10) except as set forth in Schedule 5.1(E), there are no leasing commissions that are owing in connection with any Leases or tenancies in effect as of the Closing Date; and (11) except as set forth in Schedule 5.1(F), no tenant has prepaid more than one month's rent in advance (except for bona fide security deposits not in excess of an amount equal to two three month's rent); (j) no tenant under any Lease has any right or option for additional space; (k) all existing Leases are subordinate to the Mortgage either pursuant to their terms or a recorded subordination agreement; and (1) no termination fees are required in connection with the scheduled termination as of December 31, 2000 of those Operating Leases which are to be replaced with TRS Leases.

Representations and Warranties on Leases. Each Borrower represents and warrants to Lender the Administrative Agent and the Lenders with respect to all Leases that: (1) to Borrower's knowledge, the Leases of each Individual Property under which Borrower is rent rolls delivered to the landlord that: (a) Administrative Agent are true and correct, and the Leases are valid and in full force and effect; ; (b2) the Leases (including amendments) are in writing, and there are no oral agreements with respect thereto; ; (c3) the copies of the Leases delivered to Lender the Administrative Agent are true and complete; ; (d4) except as shown on the rent roll delivered to the Administrative Agent by the Borrowers or on SCHEDULE 5.01 annexed hereto, to Borrower's knowledge, neither the landlord nor any tenant is in default under any of the Leases; Leases beyond the expiration of any applicable notice and cure period in the performance of any of its material obligations; (e5) with the exception of those Operating Leases which shall be replaced with TRS Leases, Borrower has no knowledge of not received or given any notice of termination or default with respect to any Lease; Lease that remains outstanding; (f6) landlord Borrower has not assigned or pledged any of the Leases, the rents or any interests therein for any Project (which assignment or pledge remains in effect as of the date of this Agreement) except to Lender; the Administrative Agent (gon behalf of the Lenders); (7) except as set forth in the rent rolls or as set forth on the attached SCHEDULE 5.01, delivered to the Administrative Agent, no tenant or other party has an option or to purchase right of first refusal or offer, offer with respect to purchase all or any portion of any Project; (8) except as set forth in the Individual Property; (h) with rent rolls or as set forth on the exception of those Operating Leases which shall be replaced with TRS Leasesattached SCHEDULE 5.01, no tenant has the right to terminate its Lease prior to expiration of the stated term of such Lease; and (i9) except as set forth in the rent rolls or as set forth on the attached SCHEDULE 5.01, no tenant has prepaid more than one month's rent in advance (except for bona fide security deposits not in excess of an amount equal to two month's rent); (j) no tenant under any Lease has any right or option for additional space; (k) all existing Leases are subordinate to the Mortgage either pursuant to their terms or a recorded subordination agreement; and (1) no termination fees are required in connection with the scheduled termination as of December 31, 2000 of those Operating Leases which are to be replaced with TRS Leases.