Leases and Occupancy Agreements; Contracts. Except as set forth on attached Exhibit C and except for the Access Agreement and the other agreements disclosed in the Official Records, there are no Leases or other agreements for occupancy or any property management contracts, real property service contracts, construction contracts, reciprocal easement agreements, or any other contracts related to the leasing, subleasing, ownership, operation, maintenance, construction or development of any part of the Real Property to which Seller is a party, or, to Seller’s knowledge, to which any other Person is a party, which would be binding on Buyer after Closing.

All Material Contracts are listed in Section 4.11 of the Disclosure Schedules, and full copies of each Material Contract in Seller’s or its Affiliates’ possession have been made available to Buyer prior to the Execution Date, # all Material Contracts and Leases are in full force and effect, and each Material Contract and Lease constitutes the legal, valid and binding obligation of any Seller, on the one hand, and to Seller’s Knowledge, the counterparties thereto, on the other hand, and is enforceable in accordance with its terms, # no Seller is in default or otherwise in breach with respect to any of such Seller’s obligations under any of such Material Contracts or Leases, # to Sellers’ Knowledge, no other Person is in default or, to Sellers’ Knowledge, otherwise in breach with respect to such Person’s obligations under such Material Contracts or Leases, and # no event has occurred that with notice or lapse of time or both would constitute any default under any such Material Contract or Lease by any Seller or, to Sellers’ Knowledge, by any other Person who is a party to such Material Contract or Lease. No Seller has received or given any unresolved written notice of default or termination with respect to any Material Contract or Lease.

All Material Contracts are listed in Section 4.11 of the Disclosure Schedules, and full copies of each Material Contract in Seller’s or its Affiliates’ possession have been made available to Buyer prior to the Execution Date, # all Material Contracts and Leases are in full force and effect, and each Material Contract and Lease constitutes the legal, valid and binding obligation of Seller, on the one hand, and to Seller’s Knowledge, the counterparties thereto, on the other hand, and is enforceable in accordance with its terms, # no Seller is in default or otherwise in breach with respect to any of Seller’s obligations under any of such Material Contracts or Leases, # to Seller’s Knowledge, no other Person is in default or, to Seller’s Knowledge, otherwise in breach with respect to such Person’s obligations under such Material Contracts or Leases, and # no event has occurred that with notice or lapse of time or both would constitute any default under any such Material Contract or Lease by Seller or, to Seller’s Knowledge, by any other Person who is a party to such Material Contract or Lease. No Seller has received or given any unresolved written notice of default or termination with respect to any Material Contract or Lease.

Contracts, Leases and Intangible Property. Title to the Contracts (to the extent Purchaser does not elect to terminate such Contracts in accordance with [Section 7(a)]), the Cell Tower Leases and the Intangible Property shall be assigned by Seller to Purchaser by an assignment of contracts, leases and intangible property (the “Assignment of Contracts, Leases and Intangible Property”), in the form attached hereto as Exhibit G. Notwithstanding anything herein to the contrary, and for the avoidance of doubt, Purchaser and Seller acknowledge and agree that # Purchaser shall be required to assume all such contracts, leases and intangible property that Purchaser does not elect to terminate and # it is the parties’ mutual desire and intent that Seller shall be released from all of its obligations and liabilities under any such contracts, leases and/or intangible property agreements in connection with the foregoing Assignment of Contracts, Leases and Intangible Property from and after Closing.

Property Contracts and Leases. To Seller’s knowledge, # Exhibit B hereto contains a complete list of all Property Contracts to which Seller is a party (if any). The copies of Property Contracts, and Rent Roll delivered or to be delivered to Buyer pursuant to this Agreement are or will be true, correct, and complete in all material respects as of the date of its delivery. To Seller’s knowledge, Seller is not, nor the other party thereto, in default under any of any of the Property Contracts or Leases. There are no leasing, maintenance, service, or supply agreements with respect to or affecting the Property, except the Property Contracts and the existing Management and Leasing Agreement with Manager. Except as shown on the Rent Roll (subject to the Leases), # no tenant has received or entitled to receive any rent concession in connection with its tenancy, # no tenant is entitled to receive any special work or consideration in connection with its tenancy, # no tenant is asserting in writing any claim of offset or other defense in respect of its or the landlord's obligations under its lease. In addition, there are no leases, license agreements, occupancy agreements or tenancies (written or oral) for any space in the Property other than those leases set forth on the Rent Roll and there are no adverse parties or other parties in possession of the Property except for the tenants set forth therein and their guests. The Rent Roll sets forth the true, correct and complete amount of tenant Security Deposits held by Seller in connection with the Leases. Seller has not entered into, as of the date hereof, any leases, contracts, subcontracts, licenses, concessions, easements, or other agreements, either recorded or unrecorded, written or oral, affecting the Property, or any portion thereof or the use thereof other than those delivered to Buyer as part of the documents delivered or to be delivered by Seller as set forth on Exhibit C attached hereto (“Seller Deliverables”) or as disclosed on the Rent Roll.

Assignment of Leases and Contracts. For good and valuable consideration, Seller hereby assigns, transfers, sets over and conveys to Purchaser, and Purchaser hereby accepts and assumes the obligations of Seller under the following to the extent arising or accruing on and after the date hereof:

All Material Contracts are listed in Section 4.11 of the Disclosure Schedules, # all Material Contracts and Leases are in full force and effect, and each Material Contract and Lease constitutes the legal, valid and binding obligation of the Seller or Sellers party thereto, on the one hand, and to Seller’s Knowledge, the counterparties thereto, on the other hand, and is enforceable in accordance with its terms, # no Seller is in default or otherwise in breach with respect to any of such Seller’s obligations under any of such Material Contracts or Leases, # to Sellers’ Knowledge, no other Person is in default or, to Sellers’ Knowledge, otherwise in breach with respect to such Person’s obligations under such Material Contracts or Leases, and # no event has occurred that with notice or lapse of time or both would constitute any default under any such Material Contract or Lease by any Seller or, to Sellers’ Knowledge, by any other Person who is a party to such Material Contract or Lease. No Seller has received or given any unresolved written notice of default or termination with respect to any Material Contract or Lease.

Leases, Service Contracts and License Agreements. Seller will perform its obligations under the Leases, Service Contracts and License Agreements.

Contracts and Leases. (a) All Material Contracts are listed in [Section 4.11] of the Disclosure Schedules, and full copies of each Material Contract in Seller’s or its Affiliates’ possession have been made available to Buyer prior to the Execution Date, # all Material Contracts and Leases are in full force and effect, and each Material Contract and Lease constitutes the legal, valid and binding obligation of Seller, on the one hand, and to Seller’s Knowledge, the counterparties thereto, on the other hand, and is enforceable in accordance with its terms, # Seller is not in default or otherwise in breach with respect to any of Seller’s obligations under any of such Material Contracts or Leases, # to Seller’s Knowledge, no other Person is in default or, to Seller’s Knowledge, otherwise in breach with respect to such Person’s obligations under such Material Contracts or Leases, and # no event has occurred that with notice or lapse of time or both would constitute any default under any such Material Contract or Lease by any Seller or, to Seller’s Knowledge, by any other Person who is a party to such Material Contract or Lease. No Seller has received or given any unresolved written notice of default or termination with respect to any Material Contract or Lease.

Assignment of Leases and Contracts. For good and valuable consideration, Seller hereby assigns, transfers, sets over and conveys to Purchaser, and Purchaser hereby accepts the following: