Common use of Acknowledgment of Indebtedness Clause in Contracts

Acknowledgment of Indebtedness. This Agreement recognizes the reduction of the principal amount of the Note and the payment of interest thereon to the extent of payments made by Borrower prior to the date of execution of this Agreement. The parties acknowledge and agree that, as of the date of this Agreement, the unpaid principal balance of the Note is $40,500,000.00 and interest on the Note is paid to August 10, 2004. Borrower, Substitute Indemnitor and Substitute Principal acknowledge and agree that the Loan, as evidenced and secured by the Loan Documents, is a valid and existing indebtedness payable by Borrower to Lender. The parties acknowledge that Lender is holding the following escrow and/or reserve balances: Tax Escrow: $572,775.10 Insurance Escrow: $ 10,063.79 Replacement Reserve: $ 54,703.55 Tenant Improvement/ Leasing Commission Reserve: $ 41,559.46 The parties acknowledge and agree that Lender shall continue to hold the escrow and reserve balances for the benefit of Borrower in accordance with the terms of the Loan Documents. Original Obligors covenant and agree that the Lender Parties have no further duty or obligation of any nature to Original Obligors relating to such escrow and/or reserve balances. Original Obligors hereby release and forever discharge the Lender Parties from any obligations to Original Obligors relating to such escrow and/or reserve balances. Borrower and Substitute Obligors acknowledge and agree that the funds listed above constitute all of the reserve and escrow funds currently held by Lender with respect to the Loan and authorize Lender to continue to hold such funds in an account controlled by Lender for the benefit of Lender and Borrower. The parties further acknowledge and agree that Lender shall direct the Deposit Bank (as defined in the Cash Management Agreement) to continue to hold and manage the accounts established pursuant to the Cash Management Agreement for the benefit of Borrower in accordance with the terms thereof. Original Obligors covenant and agree that the Deposit Bank and Lender Parties have no further duty or obligation of any nature to Original Obligors relating to such accounts. Original Obligors hereby release and forever discharge the Deposit Bank and Lender Parties from any obligations to Original Obligors relating to such accounts. Lender hereby represents and warrants to Substitute Obligors and Original Obligors that, to the "actual knowledge of Lender" as of the date hereof, (i) no Default or event of Default has occurred and is continuing and (ii) the Loan Documents are in full force and effect and the Loan Documents listed in Recital A above constitute all of the material documents that evidence and secure the Loan and such documents have not been amended except as described in this Agreement. For purposes of this paragraph, the "actual knowledge of Lender" shall mean the actual knowledge of employees of the Commercial Real Estate Services Group of Wachovia Bank, National Association ("WB") actively involved with the transactions described herein or with the servicing of the Loan without any independent inquiry or investigation. The "actual knowledge of Lender" shall not include knowledge imputed from other Lender Parties or other groups or employees of WB not actively involved in servicing the Loan. Lender reserves the right to declare any existing Default or Event of Default which subsequently comes to the attention of Lender.

Acknowledgment of Indebtedness. This Agreement recognizes the reduction of the principal amount of the Note Note, if any, and the payment of interest thereon to the extent of payments made by Original Borrower prior to the date of execution of this Agreement. The parties acknowledge and agree that, as of the date of this AgreementSeptember 7, 2010, the unpaid principal balance of the Note is $40,500,000.00 80,000,000.00 and interest on the Note is paid to August 10September 5, 20042010. Borrower, Substitute Indemnitor Assuming Borrower acknowledges and Substitute Principal acknowledge and agree agrees that the Loan, as evidenced and secured by the Loan Documents, is a valid and existing indebtedness payable by Assuming Borrower to Lender. The parties acknowledge that Lender is holding the following escrow and/or reserve balances: Tax Escrow: $572,775.10 $ 745,238.64 Insurance Escrow: $ 10,063.79 Replacement 55,665.82 Capital Expense Reserve: $ 54,703.55 Tenant Improvement/ Leasing Commission 38,708.77 Rollover Reserve: $ 41,559.46 809.02 Special Rollover Reserve: $ 0.00 Operating Expense Subaccount: $ 0.00 Casualty/Condemnation Subaccount: $ 0.00 Cash Collateral Subaccount: $ 0.00 Security Deposit Subaccount: $ 0.00 The parties acknowledge and agree that Lender shall continue to hold the escrow and reserve balances for the benefit of Assuming Borrower in accordance with the terms of the Loan Documents. Original Obligors covenant and agree that the Lender Parties have no further duty or obligation of any nature to Original Obligors relating to such escrow and/or reserve balances. Original Obligors hereby release and forever discharge the Lender Parties from any obligations to Original Obligors relating to such escrow and/or reserve balances. Borrower Assuming Obligors and Substitute Obligors Lender acknowledge and agree that the funds listed above constitute all of the reserve and escrow funds currently held by Lender with respect to the Loan and Assuming Obligors authorize Lender to continue to hold such funds in to be transferred to an account controlled by Lender for the benefit of Lender and Assuming Borrower. The parties further acknowledge and agree that Lender shall direct the Deposit Bank (as defined in the Cash Management Deposit Account Agreement) and the Clearing Bank (as defined in the Clearing Account Agreement) to continue to hold and manage the accounts established pursuant to the Cash Management Loan Agreement and the Clearing Account Agreement for the benefit of Assuming Borrower in accordance with the terms thereof. Original Obligors covenant and agree that the Deposit Bank and Lender Parties have no further duty or obligation of any nature to Original Obligors relating to such accounts. Original Obligors hereby release and forever discharge the Deposit Bank and Lender Parties from any obligations to Original Obligors relating to such accounts. Lender hereby represents and warrants to Substitute Obligors and Original Obligors that, to the "actual knowledge of Lender" as of the date hereof, (i) no Default or event of Default has occurred and is continuing and (ii) the Loan Documents are in full force and effect and the Loan Documents listed in Recital A above constitute all of the material documents that evidence and secure the Loan and such documents have not been amended except as described in this Agreement. For purposes of this paragraph, the "actual knowledge of Lender" shall mean the actual knowledge of employees of the Commercial Real Estate Services Group of Wachovia Bank, National Association ("WB") actively involved with the transactions described herein or with the servicing of the Loan without any independent inquiry or investigation. The "actual knowledge of Lender" shall not include knowledge imputed from other Lender Parties or other groups or employees of WB not actively involved in servicing the Loan. Lender reserves the right to declare any existing Default or Event of Default which subsequently comes to the attention of Lender.

Acknowledgment of Indebtedness. This Agreement recognizes the reduction of the principal amount of the Note and the payment of interest thereon to the extent of payments made by Original Borrower prior to the date of execution of this Agreement. The parties acknowledge and agree that, as of the date of this Agreement, the unpaid principal balance of the Note is $40,500,000.00 114,200,000.00 and interest on the Note is paid to August 10February 1, 20042006. Borrower, Substitute Indemnitor Assuming Borrower acknowledges and Substitute Principal acknowledge and agree agrees that the Loan, as evidenced and secured by the secuxxx xx xhe Loan Documents, is a valid and existing indebtedness payable by Assuming Borrower to Lender. The parties acknowledge that Lender is holding the following escrow and/or reserve balances: Tax Escrow: $572,775.10 Insurance Escrow: $ 10,063.79 Replacement Reserve: $ 54,703.55 Tenant Improvement/ Leasing Commission Reserve: $ 41,559.46 Reserve Accounts (as defined in the Loan Agreement): None. The parties acknowledge and agree that Lender shall continue to hold the escrow and reserve balances Reserve Accounts for the benefit of Xxxxxing Borrower in accordance with the terms of the Loan Documents. Original Obligors covenant and agree that the Lender Parties have no further duty or obligation of any nature to Original Obligors relating to such escrow and/or reserve balances. Original Obligors hereby release and forever discharge the Lender Parties from any obligations to Original Obligors relating to such escrow and/or reserve balances. Borrower and Substitute Assuming Obligors acknowledge and agree that that, to the funds best of their knowledge, xxx xxxxs listed above constitute all of the reserve and escrow funds currently held by Lender with respect to the Loan and authorize Lender to continue to hold such funds in to be transferred to an account controlled by Lender for the benefit of Lender and Assuming Borrower. The parties further acknowledge and agree that agxxx xxat Lender shall direct the Deposit Lockbox Bank (as defined in the Cash Management Agreementhereinafter defined) to continue to hold and manage the accounts established pursuant to the Cash Management Lockbox Agreement (as hereinafter defined) for the benefit of Assuming Borrower in accordance with the terms thereof. Lender shall manage the Cash Management Account established pursuant to the Loan Agreement. Original Obligors covenant and agree that the Deposit Bank original lockbox bank, Mellon Bank, N.A. ("ORIGINAL LOCKBOX BANK") and Lender Parties have no further duty or obligation of any nature to Original Obligors relating to such accountsaccounts with respect to the original lockbox agreement. Original Obligors hereby release and forever discharge the Deposit Original Lockbox Bank and Lender Parties from any obligations to Original Obligors relating to such accounts. Lender hereby represents and warrants to Substitute Obligors and Original Obligors that, to the "actual knowledge of Lender" as of the date hereof, (i) no Default or event of Default has occurred and is continuing and (ii) the Loan Documents are in full force and effect and the Loan Documents listed in Recital A above constitute all of the material documents that evidence and secure the Loan and such documents have not been amended except as described in this Agreement. For purposes of this paragraph, the "actual knowledge of Lender" shall mean the actual knowledge of employees of the Commercial Real Estate Services Group of Wachovia Bank, National Association ("WB") actively involved with the transactions described herein or with the servicing of the Loan without any independent inquiry or investigation. The "actual knowledge of Lender" shall not include knowledge imputed from other Lender Parties or other groups or employees of WB not actively involved in servicing the Loan. Lender reserves the right to declare any existing Default or Event of Default which subsequently comes to the attention of Lender.

Acknowledgment of Indebtedness. This Agreement recognizes the reduction of the principal amount of the Note and the payment of interest thereon to the extent of payments made by Borrower prior to the date of execution of this Agreement. The parties acknowledge and agree that, as of the date of this Agreement, the unpaid principal balance of the Note is $40,500,000.00 188,600,000.00 and interest on the Note is paid to August through and including October 10, 20042007. Borrower, Borrower and Substitute Indemnitor and Substitute Principal acknowledge and agree that the Loan, as evidenced and secured by the Loan Documents, is a valid and existing indebtedness payable by Borrower to Lender. The parties acknowledge that Lender is holding the following escrow and/or or reserve balances: Tax Escrow: $572,775.10 Insurance Escrow: $ 10,063.79 Replacement Reserve: $ 54,703.55 4,091,547.09 Tenant Improvement/ Leasing Commission Improvement Reserve: $ 41,559.46 7,177,994.39 Designated Lease Reserve: $ 1,688,428.45 Underwritten Rent Escrow: $ 13,049.22 The parties acknowledge and agree that Lender shall continue to hold the escrow and reserve balances for the benefit of Borrower in accordance with the terms of the Loan Documents. Original Obligors covenant Indemnitor covenants and agree agrees that the Lender Parties have no further duty or obligation of any nature to Original Obligors Indemnitor relating to such escrow and/or or reserve balances. Original Obligors Indemnitor hereby release releases and forever discharge the discharges Lender Parties from any obligations to Original Obligors Indemnitor relating to such escrow and/or or reserve balances. Borrower and Substitute Obligors Indemnitor acknowledge and agree that the funds listed above constitute all of the reserve and escrow funds currently held by Lender with respect to the Loan and authorize Lender to continue to hold such funds in an account controlled by Lender for the benefit of Lender and Borrower. The parties further acknowledge and agree that Lender shall direct the Deposit Bank (as defined in the Cash Management Agreement) to continue to hold and manage the accounts established pursuant to the Cash Management Agreement for the benefit of Borrower in accordance with the terms thereof. Original Obligors covenant and agree that the Deposit Bank and Lender Parties have no further duty or obligation of any nature to Original Obligors relating to such accounts. Original Obligors hereby release and forever discharge the Deposit Bank and Lender Parties from any obligations to Original Obligors relating to such accounts. Lender hereby represents and warrants to Substitute Obligors and Original Obligors that, to the "actual knowledge of Lender" as of the date hereof, (i) no Default or event of Default has occurred and is continuing and (ii) the Loan Documents are in full force and effect and the Loan Documents listed in Recital A above constitute all of the material documents that evidence and secure the Loan and such documents have not been amended except as described in this Agreement. For purposes of this paragraph, the "actual knowledge of Lender" shall mean the actual knowledge of employees of the Commercial Real Estate Services Group of Wachovia Bank, National Association ("WB") actively involved with the transactions described herein or with the servicing conditions of the Loan without any independent inquiry or investigation. The "actual knowledge of Lender" shall not include knowledge imputed from other Lender Parties or other groups or employees of WB not actively involved in servicing the Loan. Lender reserves the right to declare any existing Default or Event of Default which subsequently comes to the attention of LenderDocuments.

Acknowledgment of Indebtedness. This Agreement recognizes the reduction of the principal amount of the Note and the payment of interest thereon to the extent of payments made by Original Borrower prior to the date of execution of this Agreement. The parties acknowledge and agree that, : (i) as of the date of this Agreement, the unpaid principal balance of the Note is $40,500,000.00 5,733,945.09 and interest on the Note is paid to August 101, 2004. Borrower, Substitute Indemnitor 2007 and Substitute Principal acknowledge (ii) Lender is holding the following escrow and agree reserve balances: Tax Escrow: $ 83,209.69 Insurance Escrow: $ 21,553.15 Replacement Reserve: $ 3,927.57 Tenant Improvements and Leasing Commissions: $ 319,202.90 Northside Rollover Fund Reserve: $ 56,540.71 Assuming Borrower acknowledges and agrees that the Loan, as evidenced and secured by the Loan Documents, is a valid and existing indebtedness payable by Assuming Borrower to Lender. The parties acknowledge that Lender is holding the following escrow and/or reserve balances: Tax Escrow: $572,775.10 Insurance Escrow: $ 10,063.79 Replacement Reserve: $ 54,703.55 Tenant Improvement/ Leasing Commission Reserve: $ 41,559.46 The parties acknowledge and agree that Lender shall continue to hold the escrow and reserve balances for the benefit of Assuming Borrower in accordance with the terms of the Loan Documents. Original Obligors Borrower covenant and agree that the Lender Parties have no further duty or obligation of any nature to Original Obligors Borrower relating to such escrow and/or and reserve balances. Original Obligors Borrower hereby release and forever discharge the Lender Parties from any obligations to Original Obligors Borrower relating to such escrow and/or and reserve balances. Borrower and Substitute Assuming Obligors acknowledge and agree that the funds listed above constitute all of the reserve and escrow funds currently held by Lender with respect to the Loan and authorize Lender to continue to hold such funds in to be transferred to an account controlled by Lender for the benefit of Lender and Assuming Borrower. The parties further acknowledge and agree that Lender shall direct the Deposit Bank (as defined in the Cash Management Agreement) to continue to hold and manage the accounts established pursuant to the Cash Management Agreement for the benefit of Borrower in accordance with the terms thereof. Original Obligors covenant and agree that the Deposit Bank and Lender Parties have no further duty or obligation of any nature to Original Obligors relating to such accounts. Original Obligors hereby release and forever discharge the Deposit Bank and Lender Parties from any obligations to Original Obligors relating to such accounts. Lender hereby represents and warrants to Substitute Obligors and Original Obligors that, to the "actual knowledge of Lender" as of the date hereof, (i) no Default or event of Default has occurred and is continuing and (ii) the Loan Documents are in full force and effect and the Loan Documents listed in Recital A above constitute all of the material documents that evidence and secure the Loan and such documents have not been amended except as described in this Agreement. For purposes of this paragraph, the "actual knowledge of Lender" shall mean the actual knowledge of employees of the Commercial Real Estate Services Group of Wachovia Bank, National Association ("WB") actively involved with the transactions described herein or with the servicing of the Loan without any independent inquiry or investigation. The "actual knowledge of Lender" shall not include knowledge imputed from other Lender Parties or other groups or employees of WB not actively involved in servicing the Loan. Lender reserves the right to declare any existing Default or Event of Default which subsequently comes to the attention of Lender.

Acknowledgment of Indebtedness. This Agreement recognizes the reduction ------------------------------- of the principal amount of the Note and the payment of interest thereon to the extent of payments made by Original Borrower prior to the date of execution of this Agreement. The parties acknowledge and agree that, as of the date of this Agreement, the unpaid principal balance of the Note is $40,500,000.00 15,500,000.00 and interest on the Note is paid to August 10, 20042006. Borrower, Substitute Indemnitor Assuming Borrower acknowledges and Substitute Principal acknowledge and agree agrees that the Loan, as evidenced and secured by the Loan Documents, is a valid and existing indebtedness payable by Assuming Borrower to Lender. The parties acknowledge that Lender is holding the following escrow and/or reserve balances: Tax Escrow: $572,775.10 21,719.45 Insurance Escrow: $ 10,063.79 $58,242.81 Replacement Reserve: $ 54,703.55 $49,022.62 Tenant Improvement/ Improvements and Leasing Commission ReserveCommissions $38,396.91 Deferred Maintenance: $ 41,559.46 9,469.47 The parties acknowledge and agree that Lender shall continue to hold the escrow and reserve balances for the benefit of Assuming Borrower in accordance with the terms of the Loan Documents. Original Obligors covenant and agree that the Lender Parties have no further duty or obligation of any nature to Original Obligors relating to such escrow and/or reserve balances. Original Obligors hereby release and forever discharge the Lender Parties from any obligations to Original Obligors relating to such escrow and/or reserve balances. Borrower and Substitute Assuming Obligors acknowledge and agree that the funds listed above constitute all of the reserve and escrow funds currently held by Lender with respect to the Loan and authorize Lender to continue to hold such funds in to be transferred to an account controlled by Lender for the benefit of Lender and Assuming Borrower. The parties further acknowledge and agree that Lender shall direct the Deposit Clearing Bank (as defined in the Cash Management Agreement) to continue to hold and manage the accounts established pursuant to the Cash Management Agreement for the benefit of Assuming Borrower in accordance with the terms thereof. Original Obligors covenant and agree that the Deposit Clearing Bank and Lender Parties have no further duty or obligation of any nature to Original Obligors relating to such accounts. Original Obligors hereby release and forever discharge the Deposit Clearing Bank and Lender Parties from any obligations to Original Obligors relating to such accounts. Lender hereby represents and warrants to Substitute Obligors and Original Obligors that, to the "actual knowledge of Lender" as of the date hereof, (i) no Default or event of Default has occurred and is continuing and (ii) the Loan Documents are in full force and effect and the Loan Documents listed in Recital A above constitute all of the material documents that evidence and secure the Loan and such documents have not been amended except as described in this Agreement. For purposes of this paragraph, the "actual knowledge of Lender" shall mean the actual knowledge of employees of the Commercial Real Estate Services Group of Wachovia Bank, National Association ("WB") actively involved with the transactions described herein or with the servicing of the Loan without any independent inquiry or investigation. The "actual knowledge of Lender" shall not include knowledge imputed from other Lender Parties or other groups or employees of WB not actively involved in servicing the Loan. Lender reserves the right to declare any existing Default or Event of Default which subsequently comes to the attention of Lender.

Acknowledgment of Indebtedness. This Agreement recognizes the reduction of the principal amount of the Note and the payment of interest thereon to the extent of payments made by Borrower prior to the date of execution of this Agreement. The parties acknowledge and agree that, as of the date of this Agreement, the unpaid principal balance of the Note is $40,500,000.00 43,250,000.00 and interest on the Note is paid to August 10, 2004. Borrower, Substitute Indemnitor and Substitute Principal acknowledge and agree that the Loan, as evidenced and secured by the Loan Documents, is a valid and existing indebtedness payable by Borrower to Lender. The parties acknowledge that Lender is holding the following escrow and/or reserve balances: Tax Escrow: $572,775.10 602,907.92 Insurance Escrow: $ 10,063.79 0.00 Replacement Reserve: $ 54,703.55 49,718.59 Tenant Improvement/ Improvements Leasing Commission Commissions Reserve: $ 41,559.46 83,400.00 The parties acknowledge and agree that Lender shall continue to hold the escrow and reserve balances for the benefit of Borrower in accordance with the terms of the Loan Documents. Original Obligors covenant and agree that the Lender Parties have no further duty or obligation of any nature to Original Obligors relating to such escrow and/or reserve balances. Original Obligors hereby release and forever discharge the Lender Parties from any obligations to Original Obligors relating to such escrow and/or reserve balances. Borrower and Substitute Obligors acknowledge and agree that the funds listed above constitute all of the reserve and escrow funds currently held by Lender with respect to the Loan and authorize Lender to continue to hold such funds in an account controlled by Lender for the benefit of Lender and Borrower. The parties further acknowledge and agree that Lender shall direct the Deposit Bank (as defined in the Cash Management Agreement) to continue to hold and manage the accounts established pursuant to the Cash Management Agreement for the benefit of Borrower in accordance with the terms thereof. Original Obligors covenant and agree that the Deposit Bank and Lender Parties have no further duty or obligation of any nature to Original Obligors relating to such accounts. Original Obligors hereby release and forever discharge the Deposit Bank and Lender Parties from any obligations to Original Obligors relating to such accounts. Lender hereby represents and warrants to Substitute Obligors and Original Obligors that, to the "actual knowledge of Lender" as of the date hereof, (i) no Default or event of Default has occurred and is continuing and (ii) the Loan Documents are in full force and effect and the Loan Documents listed in Recital A above constitute all of the material documents that evidence and secure the Loan and such documents have not been amended except as described in this Agreement. For purposes of this paragraph, the "actual knowledge of Lender" shall mean the actual knowledge of employees of the Commercial Real Estate Services Group of Wachovia Bank, National Association ("WB") actively involved with the transactions described herein or with the servicing of the Loan without any independent inquiry or investigation. The "actual knowledge of Lender" shall not include knowledge imputed from other Lender Parties or other groups or employees of WB not actively involved in servicing the Loan. Lender reserves the right to declare any existing Default or Event of Default which subsequently comes to the attention of Lender.

Acknowledgment of Indebtedness. This Agreement recognizes the reduction of the principal amount of the Note Note, if any, and the payment of interest thereon to the extent of payments made by Original Borrower prior to the date of execution of this Agreement. The parties acknowledge and agree that, as of the date of this Agreement, the unpaid principal balance of the Note is $40,500,000.00 21,976,357 and interest on the Note is paid to August 10December 31, 20042010. Borrower, Substitute Indemnitor Assuming Borrower acknowledges and Substitute Principal acknowledge and agree agrees that the Loan, as evidenced and secured by the Loan Documents, is a valid and existing indebtedness payable by Assuming Borrower to Lender. The parties acknowledge that that, as of the close of business on Januart 19, 2011, Lender is holding the following escrow and/or reserve escrows and reserves with the following balances: Debt Service Reserve — $ 161,897.7 Tax Escrow: $572,775.10 and Insurance Escrow: Reserve — $ 10,063.79 Replacement Reserve: 109,024.55 Interest Earned on Reserves/Escrows — $ 54,703.55 Tenant Improvement/ Leasing Commission Reserve: $ 41,559.46 25,694.30 The parties acknowledge and agree that Lender shall continue to hold the escrow and reserve balances that it possess for the benefit of Assuming Borrower in accordance with the terms of the Loan Documents. Original Obligors covenant and agree that the Lender Parties have no further duty or obligation of any nature to Original Obligors relating to such escrow and/or and reserve balances. Original Obligors hereby release and forever discharge the Lender Parties from any obligations to Original Obligors relating to such escrow and/or and reserve balances. Borrower and Substitute Assuming Obligors acknowledge and agree that the funds listed above constitute all of the reserve and escrow funds currently held by Lender with respect to the Loan and authorize Lender to continue to hold such funds to be held in an account controlled owned by Lender for and under the benefit sole dominion and control of Lender in accordance with and pursuant to the terms of the Loan Documents. Contemporaneous with the execution and delivery of this Agreement, Assuming Borrower shall, and shall cause Property Manager (and/or any successor property manager appointed by Assuming Borrower or Original Borrower with Lender’s prior written consent, as applicable) to, execute and deliver (i) a fully executed copy of the Property Management Agreement between Assuming Borrower or Original Borrower and Property Manager (and/or any successor property manager appointed by Assuming Borrower or Original Borrower with Lender’s prior written consent, as applicable), which shall be in form and substance reasonably acceptable to Lender, (ii) a fully executed original of a Collateral Assignment of Management Agreement and Subordination of Management Fees by and between Assuming Borrower. The parties further acknowledge , Property Manager (and/or any successor property manager appointed by Assuming Borrower or Original Borrower with Lender’s prior written consent, as applicable) and agree that Lender with respect to said Property Management Agreement, which shall direct be equivalent in form and substance to the Deposit Bank Property Management Agreement Assignment and (iii) a fully executed original of a Cash Management Agreement by and between Assuming Borrower, Property Manager (and/or any successor property manager appointed by Assuming Borrower or Original Borrower with Lender’s prior written consent, as defined applicable) and Lender, which shall be equivalent in form and substance to the Cash Management Agreement) to continue to hold and manage the accounts established pursuant to the Cash Management Agreement for the benefit of Borrower in accordance with the terms thereof. Original Obligors covenant and agree that the Deposit Bank and Lender Parties have no further duty or obligation of any nature to Original Obligors relating to such accounts. Original Obligors hereby release and forever discharge the Deposit Bank and Lender Parties from any obligations to Original Obligors relating to such accounts. Lender hereby represents and warrants to Substitute Obligors and Original Obligors that, to the "actual knowledge of Lender" as of the date hereof, (i) no Default or event of Default has occurred and is continuing and (ii) the Loan Documents are in full force and effect and the Loan Documents listed in Recital A above constitute all of the material documents that evidence and secure the Loan and such documents have not been amended except as described in this Agreement. For purposes of this paragraph, the "actual knowledge of Lender" shall mean the actual knowledge of employees of the Commercial Real Estate Services Group of Wachovia Bank, National Association ("WB") actively involved with the transactions described herein or with the servicing of the Loan without any independent inquiry or investigation. The "actual knowledge of Lender" shall not include knowledge imputed from other Lender Parties or other groups or employees of WB not actively involved in servicing the Loan. Lender reserves the right to declare any existing Default or Event of Default which subsequently comes to the attention of Lender.