Common use of LIST OF EXHIBITS AND SCHEDULES Clause in Contracts

LIST OF EXHIBITS AND SCHEDULES. Exhibit A - Legal Description Exhibit B - Due Diligence Documents to be Delivered by Seller Exhibit C - Form of Tenant Estoppel Certificate Exhibit D - Permitted Exceptions Exhibit E - Lease Schedule Exhibit F - Form of Special Warranty Deed Exhibit G - Form of General Assignment and Xxxx of Sale Exhibit H - Form of Notice Letter to Tenants Exhibit I - Form of Non-Foreign Entity Certificate Exhibit J - Form of Audit Inquiry Letter Exhibit K - List of Contracts Exhibit L - List of Leasing Commission Agreements THAT PORTION OF LOT 3 OF THE X. XXXXXX TRACT, IN THE RANCHO SAN ANTONIO, IN THE CITY OF XXXX GARDENS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 7 PAGE 249 OF DEEDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID LOT, SOUTH 82 3/4 DEGREES EAST, TO ITS INTERSECTION WITH THE WESTERLY LINE OF EASTERN AVENUE, AS DESCRIBED IN THE FINAL DECREE OF CONDEMNATION, ENTERED SEPTEMBER 15, 1937 IN LOS ANGELES COUNTY SUPERIOR COURT, CASE NO. 408946, A CERTIFIED COPY THEREOF WAS RECORDED SEPTEMBER 15, 1937 IN BOOK 15179 PAGE 171 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG SAID EASTERN AVENUE TO ITS INTERSECTION WITH THE NORTHERLY LINE OF THE RIGHT OF WAY OF THE ANAHEIM AND SANTA XXX XXXXXX OF THE SOUTHERN PACIFIC RAILROAD; THENCE WESTERLY ALONG SAID NORTHERLY LINE ON 0 DEGREES 30 MINUTES CURVE, CONCAVE TO THE SOUTH TO THE SOUTHEAST CORNER OF THE 12 ACRE TRACT OF LAND CONVEYED TO XXXX XXXXXX, BY DEED RECORDED IN BOOK 759 PAGE 51 OF DEEDS; THENCE ALONG THE EASTERLY LINE OF SAID XXX 00 XXXX XXXXX, XXXXX 00° 00 MINUTES EAST 7.42 CHAINS TO THE NORTHEAST CORNER THEREOF, BEING A POINT DISTANT SOUTHERLY 20 FEET, MEASURED AT RIGHT ANGLES, FROM THE NORTHERLY LINE OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID 12 ACRE TRACT AND PARALLEL WITH THE NORTHERLY LINE OF SAID LOT, NORTH 81 DEGREES 45 MINUTES WEST 13.60 CHAINS TO THE XXXXXXXXX XXXXXX XX XXXX 00 XXXX XXXXX AND THE EASTERLY LINE OF THE COMPTON AND JABONERIA ROAD JOINING SAID LOT 3 ON THE WEST; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID ROAD TO BEGINNING. EXCEPT ANY PORTION OF SAID LAND WITHIN THE LINES OF XXXXX STREET, SIXTY FEET WIDE. ALSO EXCEPT TO GRANTOR ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND BELOW A DEPTH OF 500 FEET WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED BY ATLANTIC RICHFIELD COMPANY, FORMERLY THE ATLANTIC REFINING COMPANY, SUCCESSOR BY MERGER TO RICHFIELD OIL COMPANY IN DEED RECORDED JUNE 5, 1970 AS INSTRUMENT NO. 96, EXCEPTING THEREFROM ALL BUILDING AND IMPROVEMENTS AS GRANTED BY CONVEYANCE, FROM XXXX PROPERTIES CORPORATION IN FAVOR OF XXXX CONSTRUCTION COMPANY, A CALIFORNIA PARTNERSHIP, DATED SEPTEMBER 1, 1972 RECORDED DECEMBER 29, 1972 AS INSTRUMENT NO. 6561, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY. Existing Title Policy CC&R’s/REA’s if applicable Existing ALTA Survey Existing Environmental Report(s) - Phase I, Phase II, etc. Seismic Report, if applicable As-Built Drawings (Hard copy & electronic) Architectural Drawings (Hard copy & electronic) Mechanical, Electrical, Plumbing, Sprinkler/Fire Protection Drawings and Specifications Certificates of Occupancy and/or Substantial Completion (shell & tenant) Warranties & Guaranties (HVAC, Roof, Elevator, Other) Governmental Permits, Notices, Reports, Citations, Compliance / Non-Compliance & Correspondence Documents from any Governmental authority pertaining to the property Annual Inspection Reports (elevator, HVAC, roof, fire pump, sprinkler) for last 24 months Recent Inspection Reports (fire department, building inspections, zoning, if applicable) Leases, Amendments & Subleases Rent Commencement Letters Tenant Correspondence Summary of any Proposed Leases List of Personal Property Tenant Financial Statements Tenant Contact List Detailed Rent Roll (including expiration summary, security deposits, options, etc.) Historical Operating Statements (24 months) General and/or Tenant Ledgers (2007, 2008, 2009 & YTD) Aged Receivables/Delinquency Report Annual Expense Reconciliation (current and prior year) Year-end Trial Balance Summary of Capital Expenditures and Major Repairs for last 24 months Current Year Tax Valuation Tax Bills (previous two years) History of Tax Protests, if any (including original and final valuations) Pending Tax Protests, if any Seller’s Issuance of Insurance Claims or Letter Stating None Tenant Insurance Certificates (the “Tenant”) hereby certifies to THE REALTY ASSOCIATES FUND V, L.P., a Delaware limited partnership (the “Owner”) and ITT ACQUISITIONS LLC, a Delaware limited liability company, its and successors or assigns (“Purchaser”) and its Lenders (as defined below) as follows: The undersigned Tenant understands that Purchaser or its assigns intends to purchase certain real property and improvements, which includes the Premises (the “Property”). In connection with the purchase by Purchaser, Purchaser has requested that the Tenant complete this tenant certificate (the “Tenant Certificate”) with the appropriate information as it pertains to the Tenant’s lease and to agree to the requirements set forth herein. The undersigned Tenant hereby certifies to and agrees with Owner and Purchaser as to the following:

LIST OF EXHIBITS AND SCHEDULES. Exhibit A - Legal Description Form of Note Exhibit B - Due Diligence Documents to be Delivered by Seller Form of Warrant Exhibit C - Escrow Agreement Exhibit D Form 8-K Exhibit E Form of Tenant Estoppel Certificate Lockup Agreement Schedule 5(a) Subsidiaries Schedule 5(d) Additional Issuances / Capitalization Schedule 5(f) Conflicts Schedule 5(q) Undisclosed Liabilities Schedule 5(v) Transfer Agent Schedule 8 Finder’s Fee Schedule 9.1(s) Lockup Agreement Provider Exhibit D - Permitted Exceptions Exhibit E - Lease Schedule Exhibit F - Form of Special Warranty Deed Exhibit G - Form of General Assignment and Xxxx of Sale Exhibit H - Form of Notice Letter to Tenants Exhibit I - Form of Non-Foreign Entity Certificate Exhibit J - Form of Audit Inquiry Letter Exhibit K - List of Contracts Exhibit L - List of Leasing Commission Agreements THAT PORTION B THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF LOT 3 THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE X. XXXXXX TRACTCOMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE RANCHO SAN ANTONIO, IN THE CITY ABSENCE OF XXXX GARDENS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 7 PAGE 249 OF DEEDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID LOT, SOUTH 82 3/4 DEGREES EAST, TO ITS INTERSECTION WITH THE WESTERLY LINE OF EASTERN AVENUE, AS DESCRIBED IN THE FINAL DECREE OF CONDEMNATION, ENTERED SEPTEMBER 15, 1937 IN LOS ANGELES COUNTY SUPERIOR COURT, CASE NO. 408946, A CERTIFIED COPY THEREOF WAS RECORDED SEPTEMBER 15, 1937 IN BOOK 15179 PAGE 171 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG SAID EASTERN AVENUE TO ITS INTERSECTION WITH THE NORTHERLY LINE OF THE RIGHT OF WAY OF THE ANAHEIM AND SANTA XXX XXXXXX OF THE SOUTHERN PACIFIC RAILROAD; THENCE WESTERLY ALONG SAID NORTHERLY LINE ON 0 DEGREES 30 MINUTES CURVE, CONCAVE TO THE SOUTH TO THE SOUTHEAST CORNER OF THE 12 ACRE TRACT OF LAND CONVEYED TO XXXX XXXXXX, BY DEED RECORDED IN BOOK 759 PAGE 51 OF DEEDS; THENCE ALONG THE EASTERLY LINE OF SAID XXX 00 XXXX XXXXX, XXXXX 00° 00 MINUTES EAST 7.42 CHAINS TO THE NORTHEAST CORNER THEREOF, BEING A POINT DISTANT SOUTHERLY 20 FEET, MEASURED AT RIGHT ANGLES, FROM THE NORTHERLY LINE OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID 12 ACRE TRACT AND PARALLEL WITH THE NORTHERLY LINE OF SAID LOT, NORTH 81 DEGREES 45 MINUTES WEST 13.60 CHAINS TO THE XXXXXXXXX XXXXXX XX XXXX 00 XXXX XXXXX AND THE EASTERLY LINE OF THE COMPTON AND JABONERIA ROAD JOINING SAID LOT 3 ON THE WEST; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID ROAD TO BEGINNING. EXCEPT ANY PORTION OF SAID LAND WITHIN THE LINES OF XXXXX STREET, SIXTY FEET WIDE. ALSO EXCEPT TO GRANTOR ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND AN EFFECTIVE REGISTRATION STATEMENT UNDER SAID LAND BELOW A DEPTH ACT OR AN OPINION OF 500 FEET WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED BY ATLANTIC RICHFIELD COMPANY, FORMERLY THE ATLANTIC REFINING COMPANY, SUCCESSOR BY MERGER COUNSEL REASONABLY SATISFACTORY TO RICHFIELD OIL COMPANY IN DEED RECORDED JUNE 5, 1970 AS INSTRUMENT NOBIGSTRING CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED. 96, EXCEPTING THEREFROM ALL BUILDING AND IMPROVEMENTS AS GRANTED BY CONVEYANCE, FROM XXXX PROPERTIES CORPORATION IN FAVOR OF XXXX CONSTRUCTION COMPANY, A CALIFORNIA PARTNERSHIP, DATED SEPTEMBER 1, 1972 RECORDED DECEMBER 29, 1972 AS INSTRUMENT NORight to Purchase __________ shares of Common Stock of BigString Corporation (subject to adjustment as provided herein) COMMON STOCK PURCHASE WARRANT No. 6561, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY. Existing Title Policy CC&R’s/REA’s if applicable Existing ALTA Survey Existing Environmental Report(s) - Phase I, Phase II, etc. Seismic Report, if applicable As-Built Drawings (Hard copy & electronic) Architectural Drawings (Hard copy & electronic) Mechanical, Electrical, Plumbing, Sprinkler/Fire Protection Drawings and Specifications Certificates of Occupancy and/or Substantial Completion (shell & tenant) Warranties & Guaranties (HVAC, Roof, Elevator, Other) Governmental Permits, Notices, Reports, Citations, Compliance / Non-Compliance & Correspondence Documents from any Governmental authority pertaining to the property Annual Inspection Reports (elevator, HVAC, roof, fire pump, sprinkler) for last 24 months Recent Inspection Reports (fire department, building inspections, zoning, if applicable) Leases, Amendments & Subleases Rent Commencement Letters Tenant Correspondence Summary of any Proposed Leases List of Personal Property Tenant Financial Statements Tenant Contact List Detailed Rent Roll (including expiration summary, security deposits, options, etc.) Historical Operating Statements (24 months) General and/or Tenant Ledgers (2007, 20082009-____ Issue Date: June ___, 2009 & YTD) Aged Receivables/Delinquency Report Annual Expense Reconciliation (current and prior year) Year-end Trial Balance Summary BIGSTRING CORPORATION, a corporation organized under the laws of Capital Expenditures and Major Repairs for last 24 months Current Year Tax Valuation Tax Bills (previous two years) History the State of Tax Protests, if any (including original and final valuations) Pending Tax Protests, if any Seller’s Issuance of Insurance Claims or Letter Stating None Tenant Insurance Certificates Delaware (the “TenantCompany”) ), hereby certifies to THE REALTY ASSOCIATES FUND Vthat, L.P.for value received, a Delaware limited partnership _______________, or its assigns (the “OwnerHolder”) and ITT ACQUISITIONS LLC), a Delaware limited liability companyis entitled, its and successors or assigns (“Purchaser”) and its Lenders (as defined subject to the terms set forth below) as follows: The undersigned Tenant understands that Purchaser or its assigns intends , to purchase certain real property and improvementsfrom the Company at any time after the Issue Date until 5:00 p.m., which includes E.S.T on the Premises fifth anniversary of the Issue Date (the “PropertyExpiration Date”), up to _______________ fully paid and nonassessable shares of Common Stock at a per share exercise price of $0.015. In connection with The aforedescribed exercise price per share, as adjusted from time to time as herein provided, is referred to herein as the purchase by Purchaser, Purchaser has requested "Exercise Price." The number and character of such shares of Common Stock and the Exercise Price are subject to adjustment as provided herein. The Company may reduce the Exercise Price without the consent of the Holder. The Company may reduce the Exercise Price without the consent of the Holder. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that the Tenant complete this tenant certificate certain Subscription Agreement (the “Tenant CertificateSubscription Agreement”) with ), dated as of June ___, 2009, entered into by the appropriate information as it pertains to Company and the Tenant’s lease and to agree to initial Holder of this Warrant. As used herein the requirements set forth herein. The undersigned Tenant hereby certifies to and agrees with Owner and Purchaser as to following terms, unless the followingcontext otherwise requires, have the following respective meanings:

LIST OF EXHIBITS AND SCHEDULES. Exhibit A - Legal Description Form of Note Exhibit B - Due Diligence Documents Form of Class A Warrants Exhibit C Escrow Agreement Exhibit D Form of Legal Opinion Exhibit E Form of Lockup Agreement Schedule 1 List of Subscribers Schedule 5(a) Subsidiaries Schedule 5(d) Capitalization and Additional Issuances Schedule 5(f)(iii) Reset Schedule 5(h) Litigation Schedule 5(k) Solvency Schedule 5(l) Defaults Schedule 5(o) Undisclosed Liabilities Schedule 5(w) Transfer Agent Schedule 8 Fees Schedule 9(e) Use of Proceeds Schedule 9(p)(v) Negative Covenants Schedule 9(l) Intellectual Property Schedule 11.1 Securities to be Delivered by Seller Registered Schedule 12(a) Excepted Issuances Exhibit C - A Form of Tenant Estoppel Certificate Exhibit D - Permitted Exceptions Exhibit E - Lease Schedule Exhibit F - Form of Special Warranty Deed Exhibit G - Form of General Assignment and Xxxx of Sale Exhibit H - Form of Notice Letter to Tenants Exhibit I - Form of Non-Foreign Entity Certificate Exhibit J - Form of Audit Inquiry Letter Exhibit K - List of Contracts Exhibit L - List of Leasing Commission Agreements THAT PORTION OF LOT 3 Convertible Promissory Note NEITHER THE ISSUANCE AND SALE OF THE X. XXXXXX TRACTSECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER, AT THE COMPANY’S EXPENSE), IN THE RANCHO SAN ANTONIOA GENERALLY ACCEPTABLE FORM, IN THE CITY OF XXXX GARDENS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 7 PAGE 249 OF DEEDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID LOT, SOUTH 82 3/4 DEGREES EAST, TO ITS INTERSECTION WITH THE WESTERLY LINE OF EASTERN AVENUE, AS DESCRIBED IN THE FINAL DECREE OF CONDEMNATION, ENTERED SEPTEMBER 15, 1937 IN LOS ANGELES COUNTY SUPERIOR COURT, CASE NO. 408946, A CERTIFIED COPY THEREOF WAS RECORDED SEPTEMBER 15, 1937 IN BOOK 15179 PAGE 171 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG SAID EASTERN AVENUE TO ITS INTERSECTION WITH THE NORTHERLY LINE OF THE RIGHT OF WAY OF THE ANAHEIM AND SANTA XXX XXXXXX OF THE SOUTHERN PACIFIC RAILROAD; THENCE WESTERLY ALONG SAID NORTHERLY LINE ON 0 DEGREES 30 MINUTES CURVE, CONCAVE TO THE SOUTH TO THE SOUTHEAST CORNER OF THE 12 ACRE TRACT OF LAND CONVEYED TO XXXX XXXXXX, BY DEED RECORDED IN BOOK 759 PAGE 51 OF DEEDS; THENCE ALONG THE EASTERLY LINE OF SAID XXX 00 XXXX XXXXX, XXXXX 00° 00 MINUTES EAST 7.42 CHAINS TO THE NORTHEAST CORNER THEREOF, BEING A POINT DISTANT SOUTHERLY 20 FEET, MEASURED AT RIGHT ANGLES, FROM THE NORTHERLY LINE OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID 12 ACRE TRACT AND PARALLEL WITH THE NORTHERLY LINE OF SAID LOT, NORTH 81 DEGREES 45 MINUTES WEST 13.60 CHAINS TO THE XXXXXXXXX XXXXXX XX XXXX 00 XXXX XXXXX AND THE EASTERLY LINE OF THE COMPTON AND JABONERIA ROAD JOINING SAID LOT 3 ON THE WEST; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID ROAD TO BEGINNING. EXCEPT ANY PORTION OF SAID LAND WITHIN THE LINES OF XXXXX STREET, SIXTY FEET WIDE. ALSO EXCEPT TO GRANTOR ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND THAT REGISTRATION IS NOT REQUIRED UNDER SAID LAND BELOW ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A DEPTH OF 500 FEET WITHOUT BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE RIGHT OF SURFACE ENTRYSECURITIES. FOR VALUE RECEIVED, AS RESERVED BY ATLANTIC RICHFIELD COMPANYATTITUDE DRINKS, FORMERLY THE ATLANTIC REFINING COMPANYINC., SUCCESSOR BY MERGER TO RICHFIELD OIL COMPANY IN DEED RECORDED JUNE 5a Delaware corporation (hereinafter called “Borrower”), 1970 AS INSTRUMENT NO. 96, EXCEPTING THEREFROM ALL BUILDING AND IMPROVEMENTS AS GRANTED BY CONVEYANCE, FROM XXXX PROPERTIES CORPORATION IN FAVOR OF XXXX CONSTRUCTION COMPANY, A CALIFORNIA PARTNERSHIP, DATED SEPTEMBER 1, 1972 RECORDED DECEMBER 29, 1972 AS INSTRUMENT NO. 6561, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY. Existing Title Policy CC&R’s/REA’s if applicable Existing ALTA Survey Existing Environmental Report(s) - Phase I, Phase II, etc. Seismic Report, if applicable As-Built Drawings (Hard copy & electronic) Architectural Drawings (Hard copy & electronic) Mechanical, Electrical, Plumbing, Sprinkler/Fire Protection Drawings and Specifications Certificates of Occupancy and/or Substantial Completion (shell & tenant) Warranties & Guaranties (HVAC, Roof, Elevator, Other) Governmental Permits, Notices, Reports, Citations, Compliance / Non-Compliance & Correspondence Documents from any Governmental authority pertaining hereby promises to pay to the property Annual Inspection Reports (elevator, HVAC, roof, fire pump, sprinkler) for last 24 months Recent Inspection Reports (fire department, building inspections, zoning, if applicable) Leases, Amendments & Subleases Rent Commencement Letters Tenant Correspondence Summary order of any Proposed Leases List of Personal Property Tenant Financial Statements Tenant Contact List Detailed Rent Roll (including expiration summary, security deposits, options, etc.) Historical Operating Statements (24 months) General and/or Tenant Ledgers (2007, 2008, 2009 & YTD) Aged Receivables/Delinquency Report Annual Expense Reconciliation (current and prior year) Year-end Trial Balance Summary of Capital Expenditures and Major Repairs for last 24 months Current Year Tax Valuation Tax Bills (previous two years) History of Tax Protests, if any (including original and final valuations) Pending Tax Protests, if any Seller’s Issuance of Insurance Claims or Letter Stating None Tenant Insurance Certificates [REQUIRES COMPLETION] (the “TenantHolder”), address at [REQUIRES COMPLETION], without demand, the sum of up [REQUIRES COMPLETION] Dollars ($[REQUIRES COMPLETION]) hereby certifies to THE REALTY ASSOCIATES FUND V(“Principal Amount”), L.P.with interest accruing thereon, a Delaware limited partnership on September 17, 2012 (the “OwnerMaturity Date”) ), if not sooner paid or modified as permitted herein. This Note has been entered into pursuant to the terms of a subscription agreement by and ITT ACQUISITIONS LLCamong the Borrower, a Delaware limited liability company, its the Holder and successors or assigns (“Purchaser”) and its Lenders (as defined below) as follows: The undersigned Tenant understands that Purchaser or its assigns intends to purchase certain real property and improvements, which includes the Premises other holders (the “PropertyOther Holders”). In connection with the purchase by Purchaser, Purchaser has requested that the Tenant complete this tenant certificate ) of convertible promissory notes (the “Tenant CertificateOther Notes”), dated of even date herewith (the “Subscription Agreement”) with for an aggregate Principal Amount of up to $600,000. Unless otherwise separately defined herein, each capitalized term used in this Note shall have the appropriate information same meaning as it pertains to the Tenant’s lease and to agree to the requirements set forth hereinin the Subscription Agreement. The undersigned Tenant hereby certifies following terms shall apply to and agrees with Owner and Purchaser as to the followingthis Note:

LIST OF EXHIBITS AND SCHEDULES. Exhibit A - Legal Description Exhibit B - Due Diligence Documents to be Delivered by Seller Exhibit C - EXHIBIT A-1 Form of Tenant Estoppel Class A-1 Certificate Exhibit D - Permitted Exceptions Exhibit E - Lease Schedule Exhibit F - EXHIBIT A-2 Form of Special Warranty Deed Exhibit G - Class A-2 Certificate EXHIBIT A-3 Form of General Assignment and Xxxx of Sale Exhibit H - Class A-2F Certificate EXHIBIT A-4 Form of Notice Letter to Tenants Exhibit I - Class X Certificate EXHIBIT A-5 Form of Non-Foreign Entity Class B Certificate Exhibit J - EXHIBIT A-6 Form of Audit Inquiry Class C Certificate EXHIBIT A-7 Form of Class D Certificate EXHIBIT A-8 Form of Class E Certificate EXHIBIT A-9 Form of Class F Certificate EXHIBIT A-10 Form of Class G Certificate EXHIBIT A-11 Form of Class H Certificate EXHIBIT A-12 Form of Class J Certificate EXHIBIT A-13 Form of Class K Certificate EXHIBIT A-14 Form of Class L Certificate EXHIBIT A-15 Form of Class M Certificate EXHIBIT A-16 Form of Class N Certificate EXHIBIT A-17 Form of Class O Certificate EXHIBIT A-18 Form of Class P Certificate EXHIBIT A-19 Form of Class R-I Certificate EXHIBIT A-20 Form of Class R-II Certificate EXHIBIT A-21 Form of Class V Certificate EXHIBIT A-22 Form of Class R-IIU Certificate EXHIBIT A-23 Form of Class R-III Certificate EXHIBIT B Form of Investment Representation Letter Exhibit EXHIBIT C-1 Form of Transfer Affidavit and Agreement Pursuant to Section 5.02(d)(i)(B) EXHIBIT C-2 Form of Transferor Certificate Pursuant to Section 5.02(d)(i)(D) EXHIBIT D Request for Release EXHIBIT E Form of REO Status Report EXHIBIT F Form of ERISA Representation Letter EXHIBIT G Form of Interim Custodial Certification EXHIBIT H Form of Final Custodial Certification EXHIBIT I Form of Operating Statement Analysis Report EXHIBIT J Form of Servicer Watch List EXHIBIT K - List Form of Contracts Exhibit NOI Adjustment Worksheet EXHIBIT L - List Environmental Policy EXHIBIT M Request for Review EXHIBIT N Form of Leasing Commission CMSA Property File EXHIBIT O Form of CMSA Financial File EXHIBIT P Form of Comparative Financial Status Report EXHIBIT Q Form of Loan Periodic Update File EXHIBIT R Form of Historical Modification Report EXHIBIT S Form of Historical Liquidation Report EXHIBIT T Form of CMSA Loan Set Up File EXHIBIT U Form of Delinquent Loan Status Report SCHEDULE I Mortgage Loan Schedule SCHEDULE II Bank of America, N.A. Sub-Servicing Agreements THAT PORTION OF LOT 3 OF THE X. XXXXXX TRACTin Effect as of the Closing Date SCHEDULE III Schedule of Exceptions under Section 2.02(a) SCHEDULE 5 Exception to Section 2.05(c)(v) SCHEDULE 6 Exception to Section 2.05(c)(vi) SCHEDULE 13 Exception to Section 2.05(c)(xiii) SCHEDULE 14 Exception to Section 2.05(c)(xiv) SCHEDULE 16 Exception to Section 2.05(c)(xvi) SCHEDULE 18 Exception to Section 2.05(c)(xviii) SCHEDULE 23 Exception to Section 2.05(c)(xxiii) SCHEDULE 29 Exception to Section 2.05(c)(xxix) SCHEDULE 39 Exception to Section 2.05(c)(xxxix) SCHEDULE 45 Exception to Section 2.05(c)(xlv) SCHEDULE 48 Exception to Section 2.05(c)(xlviii) SCHEDULE 53 Exception to Section 2.05(c)(lii) SCHEDULE 57 Exception to Section 2.05(c)(lvii) SCHEDULE 60 Exception to Section 2.05(c)(lx) This Amended and Restated Pooling and Servicing Agreement (this "Agreement"), IN THE RANCHO SAN ANTONIO, IN THE CITY OF XXXX GARDENS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 7 PAGE 249 OF DEEDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID LOT, SOUTH 82 3/4 DEGREES EAST, TO ITS INTERSECTION WITH THE WESTERLY LINE OF EASTERN AVENUE, AS DESCRIBED IN THE FINAL DECREE OF CONDEMNATION, ENTERED SEPTEMBER 15, 1937 IN LOS ANGELES COUNTY SUPERIOR COURT, CASE NO. 408946, A CERTIFIED COPY THEREOF WAS RECORDED SEPTEMBER 15, 1937 IN BOOK 15179 PAGE 171 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG SAID EASTERN AVENUE TO ITS INTERSECTION WITH THE NORTHERLY LINE OF THE RIGHT OF WAY OF THE ANAHEIM AND SANTA XXX XXXXXX OF THE SOUTHERN PACIFIC RAILROAD; THENCE WESTERLY ALONG SAID NORTHERLY LINE ON 0 DEGREES 30 MINUTES CURVE, CONCAVE TO THE SOUTH TO THE SOUTHEAST CORNER OF THE 12 ACRE TRACT OF LAND CONVEYED TO XXXX XXXXXX, BY DEED RECORDED IN BOOK 759 PAGE 51 OF DEEDS; THENCE ALONG THE EASTERLY LINE OF SAID XXX 00 XXXX XXXXX, XXXXX 00° 00 MINUTES EAST 7.42 CHAINS TO THE NORTHEAST CORNER THEREOF, BEING A POINT DISTANT SOUTHERLY 20 FEET, MEASURED AT RIGHT ANGLES, FROM THE NORTHERLY LINE OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID 12 ACRE TRACT AND PARALLEL WITH THE NORTHERLY LINE OF SAID LOT, NORTH 81 DEGREES 45 MINUTES WEST 13.60 CHAINS TO THE XXXXXXXXX XXXXXX XX XXXX 00 XXXX XXXXX AND THE EASTERLY LINE OF THE COMPTON AND JABONERIA ROAD JOINING SAID LOT 3 ON THE WEST; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID ROAD TO BEGINNING. EXCEPT ANY PORTION OF SAID LAND WITHIN THE LINES OF XXXXX STREET, SIXTY FEET WIDE. ALSO EXCEPT TO GRANTOR ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND BELOW A DEPTH OF 500 FEET WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED BY ATLANTIC RICHFIELD COMPANY, FORMERLY THE ATLANTIC REFINING COMPANY, SUCCESSOR BY MERGER TO RICHFIELD OIL COMPANY IN DEED RECORDED JUNE 5, 1970 AS INSTRUMENT NO. 96, EXCEPTING THEREFROM ALL BUILDING AND IMPROVEMENTS AS GRANTED BY CONVEYANCE, FROM XXXX PROPERTIES CORPORATION IN FAVOR OF XXXX CONSTRUCTION COMPANY, A CALIFORNIA PARTNERSHIP, DATED SEPTEMBER is dated and effective as of June 1, 1972 RECORDED DECEMBER 292001, 1972 AS INSTRUMENT NO. 6561among BANC OF AMERICA COMMERCIAL MORTGAGE INC., IN THE OFFICE as Depositor, BANK OF THE COUNTY RECORDER OF LOS ANGELES COUNTY. Existing Title Policy CC&R’s/REA’s if applicable Existing ALTA Survey Existing Environmental Report(s) - Phase IAMERICA, Phase IIN.A., etc. Seismic Reportas Mortgage Loan Seller, if applicable As-Built Drawings (Hard copy & electronic) Architectural Drawings (Hard copy & electronic) Mechanical, Electrical, Plumbing, Sprinkler/Fire Protection Drawings and Specifications Certificates of Occupancy and/or Substantial Completion (shell & tenant) Warranties & Guaranties (HVAC, Roof, Elevator, Other) Governmental Permits, Notices, Reports, Citations, Compliance / Non-Compliance & Correspondence Documents from any Governmental authority pertaining to the property Annual Inspection Reports (elevator, HVAC, roof, fire pump, sprinkler) for last 24 months Recent Inspection Reports (fire department, building inspections, zoning, if applicable) Leases, Amendments & Subleases Rent Commencement Letters Tenant Correspondence Summary of any Proposed Leases List of Personal Property Tenant Financial Statements Tenant Contact List Detailed Rent Roll (including expiration summary, security deposits, options, etc.) Historical Operating Statements (24 months) General and/or Tenant Ledgers (2007, 2008, 2009 & YTD) Aged Receivables/Delinquency Report Annual Expense Reconciliation (current and prior year) Year-end Trial Balance Summary of Capital Expenditures and Major Repairs for last 24 months Current Year Tax Valuation Tax Bills (previous two years) History of Tax Protests, if any (including original and final valuations) Pending Tax Protests, if any Seller’s Issuance of Insurance Claims or Letter Stating None Tenant Insurance Certificates (the “Tenant”) hereby certifies to THE BRIDGER COMMERCIAL REALTY ASSOCIATES FUND V, L.P., a Delaware limited partnership (the “Owner”) and ITT ACQUISITIONS FINANCE LLC, a Delaware limited liability companyas Mortgage Loan Seller, its GMAC COMMERCIAL MORTGAGE CORPORATION, as Master Servicer, Lennar Partners, Inc., as Special Servicer, and successors or assigns (“Purchaser”) XXXXX FARGO BANK MINNESOTA, N. A., as Trustee and its Lenders (as defined below) as follows: The undersigned Tenant understands that Purchaser or its assigns intends to purchase certain real property and improvements, which includes the Premises (the “Property”). In connection with the purchase by Purchaser, Purchaser has requested that the Tenant complete this tenant certificate (the “Tenant Certificate”) with the appropriate information as it pertains to the Tenant’s lease and to agree to the requirements set forth herein. The undersigned Tenant hereby certifies to and agrees with Owner and Purchaser as to the following:REMIC Administrator.

LIST OF EXHIBITS AND SCHEDULES. Exhibit A - Legal Description A-1 Form of Revolving Credit Note Exhibit A-2 Form of Term Loan Note Exhibit A-3 Form of Swing Line Note Exhibit B - Due Diligence Documents to be Delivered by Seller Form of Notice of Revolving Credit Borrowing Exhibit C - Form of Tenant Estoppel Compliance Certificate Exhibit D - Permitted Exceptions Form of Pricing Notice Exhibit E - Lease Schedule E-1 Form of Security Agreement Exhibit E-2 Form of Guarantor Security Agreement Exhibit F - [Intentionally Omitted.] Exhibit G Form of Special Warranty Deed of Trust, Assignment of Leases and Rents, Financing Statement and Security Agreement Exhibit G - H Form of General Collateral Assignment of Leases and Rents Exhibit I [Intentionally Omitted.] Exhibit J Form of Assignment in Trust Exhibit K Form of Assignment of Trademarks Exhibit L Form of Assignment of Licenses, Contracts and Permits Exhibit M Form of Stock Pledge Agreement Exhibit N Form of Hazardous Materials Indemnification Agreement Exhibit O Form of Opinions of Borrowers' Counsel Exhibit P Form of Assignment and Xxxx Acceptance Agreement Exhibit Q [Intentionally Omitted.] Exhibit R Acknowledgment of Sale Unrestricted Subsidiary Exhibit H - S Form of Notice Joinder Exhibit T Cerberus Amendment and Waiver Letter to Tenants Agreement; Certificate of Designation; Amended and Restated Registration Rights Agreements; Cerberus Purchase Agreement Exhibit I - Form U Registration Statement Exhibit V Kamori Stock Purchase Agreement Schedule 1 Schedule of NonCommitment Percentages Schedule 2 Pricing Schedule Schedule 2.16 Schedule of Letters of Credit Schedule 2.17 Schedule of Bank Accounts Schedule 3.1 Schedule of Post-Foreign Entity Certificate Exhibit J - Form Closing Conditions Schedule 3.1(q) Schedule of Audit Inquiry Letter Exhibit K - List Certain Leases Schedule 5.2 Schedule of Contracts Exhibit L - List Principal Places of Leasing Commission Agreements THAT PORTION OF LOT 3 OF THE X. XXXXXX TRACT, IN THE RANCHO SAN ANTONIO, IN THE CITY OF XXXX GARDENS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 7 PAGE 249 OF DEEDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID LOT, SOUTH 82 3/4 DEGREES EAST, TO ITS INTERSECTION WITH THE WESTERLY LINE OF EASTERN AVENUE, AS DESCRIBED IN THE FINAL DECREE OF CONDEMNATION, ENTERED SEPTEMBER 15, 1937 IN LOS ANGELES COUNTY SUPERIOR COURT, CASE NO. 408946, A CERTIFIED COPY THEREOF WAS RECORDED SEPTEMBER 15, 1937 IN BOOK 15179 PAGE 171 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG SAID EASTERN AVENUE TO ITS INTERSECTION WITH THE NORTHERLY LINE OF THE RIGHT OF WAY OF THE ANAHEIM AND SANTA XXX XXXXXX OF THE SOUTHERN PACIFIC RAILROAD; THENCE WESTERLY ALONG SAID NORTHERLY LINE ON 0 DEGREES 30 MINUTES CURVE, CONCAVE TO THE SOUTH TO THE SOUTHEAST CORNER OF THE 12 ACRE TRACT OF LAND CONVEYED TO XXXX XXXXXX, BY DEED RECORDED IN BOOK 759 PAGE 51 OF DEEDS; THENCE ALONG THE EASTERLY LINE OF SAID XXX 00 XXXX XXXXX, XXXXX 00° 00 MINUTES EAST 7.42 CHAINS TO THE NORTHEAST CORNER THEREOF, BEING A POINT DISTANT SOUTHERLY 20 FEET, MEASURED AT RIGHT ANGLES, FROM THE NORTHERLY LINE OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID 12 ACRE TRACT AND PARALLEL WITH THE NORTHERLY LINE OF SAID LOT, NORTH 81 DEGREES 45 MINUTES WEST 13.60 CHAINS TO THE XXXXXXXXX XXXXXX XX XXXX 00 XXXX XXXXX AND THE EASTERLY LINE OF THE COMPTON AND JABONERIA ROAD JOINING SAID LOT 3 ON THE WEST; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID ROAD TO BEGINNING. EXCEPT ANY PORTION OF SAID LAND WITHIN THE LINES OF XXXXX STREET, SIXTY FEET WIDE. ALSO EXCEPT TO GRANTOR ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND BELOW A DEPTH OF 500 FEET WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED BY ATLANTIC RICHFIELD COMPANY, FORMERLY THE ATLANTIC REFINING COMPANY, SUCCESSOR BY MERGER TO RICHFIELD OIL COMPANY IN DEED RECORDED JUNE 5, 1970 AS INSTRUMENT NO. 96, EXCEPTING THEREFROM ALL BUILDING AND IMPROVEMENTS AS GRANTED BY CONVEYANCE, FROM XXXX PROPERTIES CORPORATION IN FAVOR OF XXXX CONSTRUCTION COMPANY, A CALIFORNIA PARTNERSHIP, DATED SEPTEMBER 1, 1972 RECORDED DECEMBER 29, 1972 AS INSTRUMENT NO. 6561, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY. Existing Title Policy CC&R’s/REA’s if applicable Existing ALTA Survey Existing Environmental Report(sBusiness Schedule 5.4(a) - Phase I, Phase II, etc. Seismic Report, if applicable As-Built Drawings (Hard copy & electronicSchedule of Subsidiaries and Issued and Outstanding Stock Schedule 5.4(b) Architectural Drawings (Hard copy & electronicTransactions with Unrestricted Subsidiaries Schedule 5.8 Schedule of Certain Tax Matters Schedule 5.9 Schedule of Financial Statements Schedule 5.13(c) Mechanical, Electrical, Plumbing, Sprinkler/Fire Protection Drawings and Specifications Certificates Schedule of Occupancy and/or Substantial Completion (shell & tenant) Warranties & Guaranties (HVAC, Roof, Elevator, Other) Governmental Permits, Notices, Reports, Citations, Compliance / Non-Compliance & Correspondence Documents from any Governmental authority pertaining to the property Annual Inspection Reports (elevator, HVAC, roof, fire pump, sprinkler) for last 24 months Recent Inspection Reports (fire department, building inspections, zoning, if applicable) Leases, Amendments & Subleases Rent Commencement Letters Tenant Correspondence Summary of any Proposed Leases List of Certain Leasehold Personal Property Tenant Financial Statements Tenant Contact List Detailed Rent Roll (including expiration summaryInterests and Personal Property Lease Agreements Schedule 5.14 Schedule of Litigation Schedule 5.13 Schedule of Licenses, security depositsPatents, options, etc.) Historical Operating Statements (24 months) General and/or Tenant Ledgers (2007, 2008, 2009 & YTD) Aged Receivables/Delinquency Report Annual Expense Reconciliation (current Copyrights and prior year) Year-end Trial Balance Summary Trademarks Schedule 5.15 Schedule of Capital Expenditures and Major Repairs for last 24 months Current Year Tax Valuation Tax Bills (previous two years) History of Tax Protests, if any (including original and final valuations) Pending Tax Protests, if any Seller’s Issuance of Insurance Claims or Letter Stating None Tenant Insurance Certificates (the “Tenant”) hereby certifies to THE REALTY ASSOCIATES FUND V, L.P., a Delaware limited partnership (the “Owner”) and ITT ACQUISITIONS LLC, a Delaware limited liability company, its and successors or assigns (“Purchaser”) and its Lenders (as defined below) as follows: The undersigned Tenant understands that Purchaser or its assigns intends to purchase certain real property and improvements, which includes the Premises (the “Property”). In connection with the purchase by Purchaser, Purchaser has requested that the Tenant complete this tenant certificate (the “Tenant Certificate”) with the appropriate information as it pertains to the Tenant’s lease and to agree to the requirements set forth herein. The undersigned Tenant hereby certifies to and agrees with Owner and Purchaser as to the following:Pension Plans

LIST OF EXHIBITS AND SCHEDULES. Exhibits: Exhibit A - Legal Description BT Parcel Exhibit A-1 - HEP Parcel Exhibit B - Due Diligence Documents to be Delivered by Seller Leases Exhibit B-1 - Ground Leases Exhibit C - Form of Tenant Estoppel Certificate Assignment and Assumption of Ground Lease (Lessee) Exhibit D - Permitted Exceptions Form of Purchase Money Note Exhibit E - Lease Schedule Form of Purchase Money Mortgage Exhibit F - Form of Special Warranty Deed Assignment of Rents and Leases Exhibit G - Form of General Assignment and Xxxx of Sale Guaranty Exhibit H - Form of Notice Contingent Consideration Agreement Exhibit I - Permitted Exceptions Exhibit J - Rent Roll Exhibit K - Intentionally Deleted Exhibit L - Form of Deed Exhibit M - Form of Assignment and Assumption of Leases and Security Deposits Exhibit N - Form of Assignment and Assumption of Ground Leases (Lessor) Exhibit O - Form of Assignment and Assumption of Contracts Exhibit P - Form of Assignment and Assumption of Option Agreement Exhibit Q - Form of Assignment and Assumption of the Fox Lance Agreements Exhixxx X - Form of Seller's Letter to Tenants Exhibit I S - Form of NonSeller's Bring-Foreign Entity Down Certificate Exhibit J T - Form of Audit Inquiry Letter Bill of Sale Exhibit K U - List Form of Firpta Affidavit Exhibit V - Form of Purchaser's Bring-Down Certificate Exhibit W - Remediation Property Exhibit X - Underground Storage Tanks Schedules: Schedule 1 - Lease Defaults Schedule 2 - Brokerage Commissions and Tenant Improvement Costs Schedule 3 - Contracts Exhibit L Schedule 4 - List Tax Appeals Schedule 5 - Pending Applications Schedule 6 - Insurance Policies Schedule 7 - Employees Schedule 8 - Major Tenants Schedule 9 - Fox Lance Agreements AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is made and entered into as of Leasing Commission Agreements THAT PORTION OF LOT 3 OF THE X. XXXXXX TRACTthe 11th day of September, IN THE RANCHO SAN ANTONIO1996, IN THE CITY OF XXXX GARDENS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 7 PAGE 249 OF DEEDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID LOT, SOUTH 82 3/4 DEGREES EAST, TO ITS INTERSECTION WITH THE WESTERLY LINE OF EASTERN AVENUE, AS DESCRIBED IN THE FINAL DECREE OF CONDEMNATION, ENTERED SEPTEMBER 15, 1937 IN LOS ANGELES COUNTY SUPERIOR COURT, CASE NO. 408946, A CERTIFIED COPY THEREOF WAS RECORDED SEPTEMBER 15, 1937 IN BOOK 15179 PAGE 171 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG SAID EASTERN AVENUE TO ITS INTERSECTION WITH THE NORTHERLY LINE OF THE RIGHT OF WAY OF THE ANAHEIM AND SANTA XXX XXXXXX OF THE SOUTHERN PACIFIC RAILROAD; THENCE WESTERLY ALONG SAID NORTHERLY LINE ON 0 DEGREES 30 MINUTES CURVE, CONCAVE TO THE SOUTH TO THE SOUTHEAST CORNER OF THE 12 ACRE TRACT OF LAND CONVEYED TO XXXX XXXXXX, BY DEED RECORDED IN BOOK 759 PAGE 51 OF DEEDS; THENCE ALONG THE EASTERLY LINE OF SAID XXX 00 XXXX XXXXX, XXXXX 00° 00 MINUTES EAST 7.42 CHAINS TO THE NORTHEAST CORNER THEREOF, BEING A POINT DISTANT SOUTHERLY 20 FEET, MEASURED AT RIGHT ANGLES, FROM THE NORTHERLY LINE OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID 12 ACRE TRACT AND PARALLEL WITH THE NORTHERLY LINE OF SAID LOT, NORTH 81 DEGREES 45 MINUTES WEST 13.60 CHAINS TO THE XXXXXXXXX XXXXXX XX XXXX 00 XXXX XXXXX AND THE EASTERLY LINE OF THE COMPTON AND JABONERIA ROAD JOINING SAID LOT 3 ON THE WEST; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID ROAD TO BEGINNING. EXCEPT ANY PORTION OF SAID LAND WITHIN THE LINES OF XXXXX STREET, SIXTY FEET WIDE. ALSO EXCEPT TO GRANTOR ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND BELOW A DEPTH OF 500 FEET WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED BY ATLANTIC RICHFIELD COMPANY, FORMERLY THE ATLANTIC REFINING COMPANY, SUCCESSOR BY MERGER TO RICHFIELD OIL COMPANY IN DEED RECORDED JUNE 5, 1970 AS INSTRUMENT NO. 96, EXCEPTING THEREFROM ALL BUILDING AND IMPROVEMENTS AS GRANTED BY CONVEYANCE, FROM XXXX PROPERTIES CORPORATION IN FAVOR OF XXXX CONSTRUCTION COMPANY, A CALIFORNIA PARTNERSHIP, DATED SEPTEMBER 1, 1972 RECORDED DECEMBER 29, 1972 AS INSTRUMENT NO. 6561, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY. Existing Title Policy CC&R’s/REA’s if applicable Existing ALTA Survey Existing Environmental Report(s) - Phase I, Phase II, etc. Seismic Report, if applicable As-Built Drawings by and between PLAZA ONE EXCHANGE PLACE LIMITED PARTNERSHIP (Hard copy & electronic) Architectural Drawings (Hard copy & electronic) Mechanical, Electrical, Plumbing, Sprinkler/Fire Protection Drawings and Specifications Certificates of Occupancy and/or Substantial Completion (shell & tenant) Warranties & Guaranties (HVAC, Roof, Elevator, Other) Governmental Permits, Notices, Reports, Citations, Compliance / Non-Compliance & Correspondence Documents from any Governmental authority pertaining to the property Annual Inspection Reports (elevator, HVAC, roof, fire pump, sprinkler) for last 24 months Recent Inspection Reports (fire department, building inspections, zoning, if applicable) Leases, Amendments & Subleases Rent Commencement Letters Tenant Correspondence Summary of any Proposed Leases List of Personal Property Tenant Financial Statements Tenant Contact List Detailed Rent Roll (including expiration summary, security deposits, options, etc.) Historical Operating Statements (24 months) General and/or Tenant Ledgers (2007, 2008, 2009 & YTD) Aged Receivables/Delinquency Report Annual Expense Reconciliation (current and prior year) Year-end Trial Balance Summary of Capital Expenditures and Major Repairs for last 24 months Current Year Tax Valuation Tax Bills (previous two years) History of Tax Protests, if any (including original and final valuations) Pending Tax Protests, if any Seller’s Issuance of Insurance Claims or Letter Stating None Tenant Insurance Certificates (the “Tenant”) hereby certifies to THE REALTY ASSOCIATES FUND V, L.P.formerly known as BT Exchange Place Limited Partnership), a Delaware New Jersey limited partnership, HARBORSIDE EXCHANGE PLACE LIMITED PARTNERSHIP ("HEPLP"), a New Jersey limited partnership and PLAZA II AND III URBAN RENEWAL ASSOCIATES L.P. (the “Owner”) "Plaza II and ITT ACQUISITIONS LLCIII L.P."), a Delaware New Jersey limited liability companyPartnership (hereinafter referred to collectively as "Seller"), its and successors or assigns CALI REALTY CORPORATION, a Maryland corporation (“hereinafter referred to as "Purchaser”) and its Lenders (as defined below) as follows: The undersigned Tenant understands that Purchaser or its assigns intends to purchase certain real property and improvements, which includes the Premises (the “Property”"). In connection with consideration of the purchase by Purchasermutual promises, Purchaser has requested that the Tenant complete this tenant certificate (the “Tenant Certificate”) with the appropriate information as it pertains to the Tenant’s lease covenants and to agree to the requirements agreements hereinafter set forth herein. The undersigned Tenant and of other good and valuable consideration, the receipt and sufficiency of which are hereby certifies to and agrees with Owner acknowledged, Seller and Purchaser agree as to the followingfollows:

LIST OF EXHIBITS AND SCHEDULES. Exhibit A - Legal Description Form of Short Term Note and Short Term Guaranty Exhibit B - Due Diligence Documents to be Delivered by Seller Form of Long Term Note and Long Term Guaranty Exhibit C - Restrictive Legends Exhibit D Form of Tenant Estoppel Certificate Exhibit D - Permitted Exceptions Subscription Agreement Exhibit E - Lease Schedule Form of Registration Agreement Exhibit F - Form of Special Warranty Deed Employment Agreement Exhibit G - Form of General Assignment and Xxxx of Sale Exhibit H - Form of Notice Letter to Tenants Exhibit I - Form of Non-Foreign Entity Certificate Exhibit J - Competition Agreement Schedule 1 Promissory Notes Schedule 6 Sellers' Disclosure Schedule Schedule 7 Buyer's Disclosure Schedule EXHIBIT A Form of Audit Inquiry Letter Exhibit K - List Short Term Note and Short Term Guaranty Form of Contracts Exhibit L - List of Leasing Commission Agreements Long Term Note and Long Term Guaranty THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE LAW, AND SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS: (A) THEY ARE REGISTERED UNDER THE ACT AND ANY APPLICABLE STATE LAW; OR (B) SUCH SALE OR TRANSFER IS EXEMPT FROM SUCH REGISTRATION AND THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL ACCEPTABLE TO IT TO THE EFFECT THAT PORTION SUCH SALE OR TRANSFER IS SO EXEMPT. THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS OF LOT 3 TRANSFER RELATING TO SECTION 382 OF THE X. XXXXXX TRACTINTERNAL REVENUE CODE OF 1986, AS AMENDED, AS SET FORTH IN THE RANCHO SAN ANTONIOISSUER'S ARTICLES OF INCORPORATION, AS AMENDED. SUCH RESTRICTIONS ON TRANSFER MAY PREVENT TRANSFERS OR AGREEMENTS TO TRANSFER, INCLUDING, WITHOUT LIMITATION, OPTIONS, OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE WHICH, IF EFFECTIVE, (i) WOULD CAUSE OR RESULT IN THE CITY OWNERSHIP INTEREST PERCENTAGE OF XXXX GARDENSTHE TRANSFEREE OR ANY OTHER PERSON TO INCREASE ABOVE FOUR AND ONE-HALF (4.5) PERCENT, COUNTY WHETHER OR NOT SAID TRANSFEREE OR OTHER PERSON HELD STOCK IN EXCESS OF LOS ANGELESSUCH PERCENTAGE BEFORE SUCH TRANSFER, STATE OF CALIFORNIA, AS PER MAP RECORDED (ii) WOULD CAUSE OR RESULT IN BOOK 7 PAGE 249 OF DEEDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID LOT, SOUTH 82 3/4 DEGREES EAST, TO ITS INTERSECTION WITH THE WESTERLY LINE OF EASTERN AVENUE, AS DESCRIBED AN INCREASE IN THE FINAL DECREE OWNERSHIP INTEREST PERCENTAGE OF CONDEMNATION, ENTERED SEPTEMBER 15, 1937 ANY FIVE PERCENT SHAREHOLDER OR (iii) IS A TRANSFER BY A FIVE PERCENT SHAREHOLDER. ALL ITALICIZED TERMS IN LOS ANGELES COUNTY SUPERIOR COURT, CASE NO. 408946THIS LEGEND HAVE THE MEANINGS SET FORTH IN THE ARTICLES OF INCORPORATION OF THE ISSUER, A CERTIFIED COPY THEREOF WAS RECORDED SEPTEMBER 15OF WHICH, 1937 IN BOOK 15179 PAGE 171 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG SAID EASTERN AVENUE INCLUDING THE RESTRICTIONS ON TRANSFER, WILL BE SENT WITHOUT CHARGE TO ITS INTERSECTION WITH EACH STOCKHOLDER WHO SO REQUESTS. IF THE NORTHERLY LINE OF RESTRICTIONS ON TRANSFER ARE VIOLATED, THE RIGHT OF WAY OF SECURITIES REPRESENTED HEREBY WILL BE DESIGNATED AND TREATED AS PROHIBITED SHARES WHICH WILL BE SOLD OR RE-SOLD BY AN AGENT DESIGNATED BY THE ANAHEIM AND SANTA XXX XXXXXX OF THE SOUTHERN PACIFIC RAILROAD; THENCE WESTERLY ALONG SAID NORTHERLY LINE ON 0 DEGREES 30 MINUTES CURVE, CONCAVE TO THE SOUTH TO THE SOUTHEAST CORNER OF THE 12 ACRE TRACT OF LAND CONVEYED TO XXXX XXXXXX, BY DEED RECORDED IN BOOK 759 PAGE 51 OF DEEDS; THENCE ALONG THE EASTERLY LINE OF SAID XXX 00 XXXX XXXXX, XXXXX 00° 00 MINUTES EAST 7.42 CHAINS TO THE NORTHEAST CORNER THEREOF, BEING A POINT DISTANT SOUTHERLY 20 FEET, MEASURED AT RIGHT ANGLES, FROM THE NORTHERLY LINE OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID 12 ACRE TRACT AND PARALLEL WITH THE NORTHERLY LINE OF SAID LOT, NORTH 81 DEGREES 45 MINUTES WEST 13.60 CHAINS TO THE XXXXXXXXX XXXXXX XX XXXX 00 XXXX XXXXX AND THE EASTERLY LINE OF THE COMPTON AND JABONERIA ROAD JOINING SAID LOT 3 ON THE WEST; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID ROAD TO BEGINNING. EXCEPT ANY PORTION OF SAID LAND WITHIN THE LINES OF XXXXX STREET, SIXTY FEET WIDE. ALSO EXCEPT TO GRANTOR ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND BELOW A DEPTH OF 500 FEET WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED BY ATLANTIC RICHFIELD COMPANY, FORMERLY THE ATLANTIC REFINING COMPANY, SUCCESSOR BY MERGER TO RICHFIELD OIL COMPANY IN DEED RECORDED JUNE 5, 1970 AS INSTRUMENT NO. 96, EXCEPTING THEREFROM ALL BUILDING AND IMPROVEMENTS AS GRANTED BY CONVEYANCE, FROM XXXX PROPERTIES CORPORATION IN FAVOR OF XXXX CONSTRUCTION COMPANY, A CALIFORNIA PARTNERSHIP, DATED SEPTEMBER 1, 1972 RECORDED DECEMBER 29, 1972 AS INSTRUMENT NO. 6561, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY. Existing Title Policy CC&R’s/REA’s if applicable Existing ALTA Survey Existing Environmental Report(s) - Phase I, Phase II, etc. Seismic Report, if applicable As-Built Drawings (Hard copy & electronic) Architectural Drawings (Hard copy & electronic) Mechanical, Electrical, Plumbing, Sprinkler/Fire Protection Drawings and Specifications Certificates of Occupancy and/or Substantial Completion (shell & tenant) Warranties & Guaranties (HVAC, Roof, Elevator, Other) Governmental Permits, Notices, Reports, Citations, Compliance / Non-Compliance & Correspondence Documents from any Governmental authority pertaining to the property Annual Inspection Reports (elevator, HVAC, roof, fire pump, sprinkler) for last 24 months Recent Inspection Reports (fire department, building inspections, zoning, if applicable) Leases, Amendments & Subleases Rent Commencement Letters Tenant Correspondence Summary of any Proposed Leases List of Personal Property Tenant Financial Statements Tenant Contact List Detailed Rent Roll (including expiration summary, security deposits, options, etcISSUER.) Historical Operating Statements (24 months) General and/or Tenant Ledgers (2007, 2008, 2009 & YTD) Aged Receivables/Delinquency Report Annual Expense Reconciliation (current and prior year) Year-end Trial Balance Summary of Capital Expenditures and Major Repairs for last 24 months Current Year Tax Valuation Tax Bills (previous two years) History of Tax Protests, if any (including original and final valuations) Pending Tax Protests, if any Seller’s Issuance of Insurance Claims or Letter Stating None Tenant Insurance Certificates (the “Tenant”) hereby certifies to THE REALTY ASSOCIATES FUND V, L.P., a Delaware limited partnership (the “Owner”) and ITT ACQUISITIONS LLC, a Delaware limited liability company, its and successors or assigns (“Purchaser”) and its Lenders (as defined below) as follows: The undersigned Tenant understands that Purchaser or its assigns intends to purchase certain real property and improvements, which includes the Premises (the “Property”). In connection with the purchase by Purchaser, Purchaser has requested that the Tenant complete this tenant certificate (the “Tenant Certificate”) with the appropriate information as it pertains to the Tenant’s lease and to agree to the requirements set forth herein. The undersigned Tenant hereby certifies to and agrees with Owner and Purchaser as to the following:

LIST OF EXHIBITS AND SCHEDULES. Exhibit A - Legal Description Exhibit B - Due Diligence Documents to be Delivered by Seller Exhibit C - EXHIBIT A-1 Form of Tenant Estoppel Class A-1 Certificate Exhibit D - Permitted Exceptions Exhibit E - Lease Schedule Exhibit F - EXHIBIT A-2 Form of Special Warranty Deed Exhibit G - Class A-2 Certificate EXHIBIT A-3 Form of General Assignment Class A-3 Certificate EXHIBIT A-4 Form of Class A-4 Certificate EXHIBIT A-5 Form of Class A-1A Certificate EXHIBIT A-6 Form of Class XW Certificate EXHIBIT A-7 Form of Class A-M Certificate EXHIBIT A-8 Form of Class A-J Certificate EXHIBIT A-9 Form of Class B Certificate EXHIBIT A-10 Form of Class C Certificate EXHIBIT A-11 Form of Class D Certificate EXHIBIT A-12 Form of Class E Certificate EXHIBIT A-13 Form of Class F Certificate EXHIBIT A-14 Form of Class G Certificate EXHIBIT A-15 Form of Class H Certificate EXHIBIT A-16 Form of Class J Certificate EXHIBIT A-17 Form of Class K Certificate EXHIBIT A-18 Form of Class L Certificate EXHIBIT A-19 Form of Class M Certificate EXHIBIT A-20 Form of Class N Certificate EXHIBIT A-21 Form of Class O Certificate EXHIBIT A-22 Form of Class P Certificate EXHIBIT A-23 Form of Class R-I Certificate EXHIBIT A-24 Form of Class R-II Certificate EXHIBIT A-25 Form of Class V Certificate EXHIBIT B Form of Investment Representation Letter EXHIBIT C-1 Form of Transfer Affidavit and Xxxx Agreement Pursuant to Section 5.02(d)(i)(B) EXHIBIT C-2 Form of Sale Exhibit Transferor Certificate Pursuant to Section 5.02(d)(i)(D) EXHIBIT D Request for Release EXHIBIT E Form of ERISA Representation Letter EXHIBIT F Form of Custodial Certification EXHIBIT G Form of Trustee Distribution Date Statement EXHIBIT H - Request for Review EXHIBIT I Form of Notice Letter to Tenants Exhibit I - Regarding Purchase Option Exercise EXHIBIT J Form of Non-Foreign Entity Certificate Exhibit J - Notice and Certification Regarding Defeasance of Mortgage Loan EXHIBIT K Form of Audit Inquiry Letter Exhibit Certification to be Provided with Form 10-K - List EXHIBIT L Form of Contracts Exhibit L - List Certification to be Provided to Depositor EXHIBIT M Form of Leasing Commission Confidentiality Agreement EXHIBIT N Form of Regulation S Certificate EXHIBIT O Form of Transfer Certificate for Exchange or Transfer from Domestic Global Certificate to Regulation S Global Certificate During the Restricted Period EXHIBIT P Form of Transfer Certificate for Exchange or Transfer from Domestic Global Certificate to Regulation S Global Certificate After the Restricted Period EXHIBIT Q Form of Transfer Certificate for Exchange or Transfer from Regulation S Global Certificate to Domestic Global Certificate SCHEDULE I Mortgage Loan Schedule SCHEDULE II Sub-Servicing Agreements THAT PORTION OF LOT 3 OF THE X. XXXXXX TRACTin Effect as of the Closing Date SCHEDULE III Schedule of Exceptions under Section 2.02(a) SCHEDULE IV [RESERVED] SCHEDULE V Mortgage Loans that Initially Pay Interest Only SCHEDULE VI Mortgage Loans Containing Additional Debt SCHEDULE VII One Stamford Forum Controlling Holder SCHEDULE VIII Servicing Criteria to be Addressed in Assessment of Compliance SCHEDULE IX Additional Form 10-D Disclosure SCHEDULE X Additional Form 10-K Disclosure SCHEDULE XI Form 8-K Disclosure Information SCHEDULE XII Form of Additional Disclosure Notification SCHEDULE XIII One Stamford Forum Note B Amortization Schedule This Pooling and Servicing Agreement (this "Agreement"), IN THE RANCHO SAN ANTONIO, IN THE CITY OF XXXX GARDENS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 7 PAGE 249 OF DEEDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID LOT, SOUTH 82 3/4 DEGREES EAST, TO ITS INTERSECTION WITH THE WESTERLY LINE OF EASTERN AVENUE, AS DESCRIBED IN THE FINAL DECREE OF CONDEMNATION, ENTERED SEPTEMBER 15, 1937 IN LOS ANGELES COUNTY SUPERIOR COURT, CASE NO. 408946, A CERTIFIED COPY THEREOF WAS RECORDED SEPTEMBER 15, 1937 IN BOOK 15179 PAGE 171 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG SAID EASTERN AVENUE TO ITS INTERSECTION WITH THE NORTHERLY LINE OF THE RIGHT OF WAY OF THE ANAHEIM AND SANTA XXX XXXXXX OF THE SOUTHERN PACIFIC RAILROAD; THENCE WESTERLY ALONG SAID NORTHERLY LINE ON 0 DEGREES 30 MINUTES CURVE, CONCAVE TO THE SOUTH TO THE SOUTHEAST CORNER OF THE 12 ACRE TRACT OF LAND CONVEYED TO XXXX XXXXXX, BY DEED RECORDED IN BOOK 759 PAGE 51 OF DEEDS; THENCE ALONG THE EASTERLY LINE OF SAID XXX 00 XXXX XXXXX, XXXXX 00° 00 MINUTES EAST 7.42 CHAINS TO THE NORTHEAST CORNER THEREOF, BEING A POINT DISTANT SOUTHERLY 20 FEET, MEASURED AT RIGHT ANGLES, FROM THE NORTHERLY LINE OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID 12 ACRE TRACT AND PARALLEL WITH THE NORTHERLY LINE OF SAID LOT, NORTH 81 DEGREES 45 MINUTES WEST 13.60 CHAINS TO THE XXXXXXXXX XXXXXX XX XXXX 00 XXXX XXXXX AND THE EASTERLY LINE OF THE COMPTON AND JABONERIA ROAD JOINING SAID LOT 3 ON THE WEST; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID ROAD TO BEGINNING. EXCEPT ANY PORTION OF SAID LAND WITHIN THE LINES OF XXXXX STREET, SIXTY FEET WIDE. ALSO EXCEPT TO GRANTOR ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND BELOW A DEPTH OF 500 FEET WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED BY ATLANTIC RICHFIELD COMPANY, FORMERLY THE ATLANTIC REFINING COMPANY, SUCCESSOR BY MERGER TO RICHFIELD OIL COMPANY IN DEED RECORDED JUNE 5, 1970 AS INSTRUMENT NO. 96, EXCEPTING THEREFROM ALL BUILDING AND IMPROVEMENTS AS GRANTED BY CONVEYANCE, FROM XXXX PROPERTIES CORPORATION IN FAVOR OF XXXX CONSTRUCTION COMPANY, A CALIFORNIA PARTNERSHIP, DATED SEPTEMBER dated and effective as of August 1, 1972 RECORDED DECEMBER 292006, 1972 AS INSTRUMENT NO. 6561is by and among BANC OF AMERICA COMMERCIAL MORTGAGE INC., IN THE OFFICE as Depositor, BANK OF THE COUNTY RECORDER OF LOS ANGELES COUNTY. Existing Title Policy CC&R’s/REA’s if applicable Existing ALTA Survey Existing Environmental Report(s) - Phase IAMERICA, Phase IINATIONAL ASSOCIATION, etc. Seismic Reportas Master Servicer, if applicable As-Built Drawings (Hard copy & electronic) Architectural Drawings (Hard copy & electronic) MechanicalLNR PARTNERS, ElectricalINC., Plumbingas Special Servicer and WELLS FARGO BANK, Sprinkler/Fire Protection Drawings N.A., as Trustee and Specifications Certificates of Occupancy and/or Substantial Completion (shell & tenant) Warranties & Guaranties (HVAC, Roof, Elevator, Other) Governmental Permits, Notices, Reports, Citations, Compliance / Non-Compliance & Correspondence Documents from any Governmental authority pertaining to the property Annual Inspection Reports (elevator, HVAC, roof, fire pump, sprinkler) for last 24 months Recent Inspection Reports (fire department, building inspections, zoning, if applicable) Leases, Amendments & Subleases Rent Commencement Letters Tenant Correspondence Summary of any Proposed Leases List of Personal Property Tenant Financial Statements Tenant Contact List Detailed Rent Roll (including expiration summary, security deposits, options, etcas REMIC Administrator.) Historical Operating Statements (24 months) General and/or Tenant Ledgers (2007, 2008, 2009 & YTD) Aged Receivables/Delinquency Report Annual Expense Reconciliation (current and prior year) Year-end Trial Balance Summary of Capital Expenditures and Major Repairs for last 24 months Current Year Tax Valuation Tax Bills (previous two years) History of Tax Protests, if any (including original and final valuations) Pending Tax Protests, if any Seller’s Issuance of Insurance Claims or Letter Stating None Tenant Insurance Certificates (the “Tenant”) hereby certifies to THE REALTY ASSOCIATES FUND V, L.P., a Delaware limited partnership (the “Owner”) and ITT ACQUISITIONS LLC, a Delaware limited liability company, its and successors or assigns (“Purchaser”) and its Lenders (as defined below) as follows: The undersigned Tenant understands that Purchaser or its assigns intends to purchase certain real property and improvements, which includes the Premises (the “Property”). In connection with the purchase by Purchaser, Purchaser has requested that the Tenant complete this tenant certificate (the “Tenant Certificate”) with the appropriate information as it pertains to the Tenant’s lease and to agree to the requirements set forth herein. The undersigned Tenant hereby certifies to and agrees with Owner and Purchaser as to the following:

LIST OF EXHIBITS AND SCHEDULES. Exhibit A - Legal Description A-1 Form of Revolving Credit Note Exhibit A-2 Form of Term Loan Note Exhibit A-3 Form of Swing Line Note Exhibit B - Due Diligence Documents to be Delivered by Seller Form of Notice of Revolving Credit or Swing Line Borrowing Exhibit C - Form of Tenant Estoppel Compliance Certificate Exhibit D - Permitted Exceptions Form of Pricing Notice Exhibit E - Lease Schedule E-1 Form of Amended and Restated Security Agreement Exhibit E-2 Form of Guarantor Security Agreement Exhibit F - Form of Special Warranty Deed Unlimited Guaranty Agreement Exhibit G - Form of General Amended and Restated Fee and Leasehold Mortgage, Assignment of Leases and Rents, Financing Statement and Security Agreement Exhibit H Form of Amended and Restated Collateral Assignment of Leases and Rents Exhibit I [Intentionally Omitted.] Exhibit J Form of Assignment in Trust Exhibit K Form of Assignment of Trademarks Exhibit L Form of Amended and Restated Assignment of Licenses, Contracts and Permits Exhibit M Form of Stock Pledge Agreement Exhibit N Form of Amended and Restated Hazardous Materials Indemnification Agreement Exhibit O Form of Opinions of Borrowers' Counsel Exhibit P Form of Assignment and Xxxx of Sale Acceptance Agreement Exhibit H - Q Form of Notice Letter to Tenants Amended and Restated Otten Subordination Agreement Exhibit I - R Acknowlexxxxxt of Unrestricted Subsidiary Exhibit S Form of Non-Foreign Entity Joinder Exhibit T Cerberus Amendment and Waiver Letter Agreement; Certificate of Designation; Amended and Restated Registration Rights Agreement; Cerberus Purchase Agreement Exhibit J - Form U Registration Statement Exhibit V Kamori Stock Purchase Agreement Schedule 1 Schedule of Audit Inquiry Letter Exhibit K - List Commitment Percentages Schedule 2 Pricing Schedule Schedule 2.16 Schedule of Contracts Exhibit L - List Letters of Leasing Commission Agreements THAT PORTION OF LOT 3 OF THE X. XXXXXX TRACTCredit Schedule 2.17 Schedule of Bank Accounts Schedule 3.1(q) Schedule of Certain Leases Schedule 5.2 Schedule of Principal Places of Business Schedule 5.4(a) Schedule of Subsidiaries and Issued and Outstanding Stock Schedule 5.4(b) Transactions with Unrestricted Subsidiaries Schedule 5.8 Schedule of Certain Tax Matters Schedule 5.9 Schedule of Financial Statements Schedule 5.14 Schedule of Litigation Schedule 5.13 Schedule of Licenses, IN THE RANCHO SAN ANTONIOPatents, IN THE CITY OF XXXX GARDENS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 7 PAGE 249 OF DEEDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID LOT, SOUTH 82 3/4 DEGREES EAST, TO ITS INTERSECTION WITH THE WESTERLY LINE OF EASTERN AVENUE, AS DESCRIBED IN THE FINAL DECREE OF CONDEMNATION, ENTERED SEPTEMBER 15, 1937 IN LOS ANGELES COUNTY SUPERIOR COURT, CASE NO. 408946, A CERTIFIED COPY THEREOF WAS RECORDED SEPTEMBER 15, 1937 IN BOOK 15179 PAGE 171 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG SAID EASTERN AVENUE TO ITS INTERSECTION WITH THE NORTHERLY LINE OF THE RIGHT OF WAY OF THE ANAHEIM AND SANTA XXX XXXXXX OF THE SOUTHERN PACIFIC RAILROAD; THENCE WESTERLY ALONG SAID NORTHERLY LINE ON 0 DEGREES 30 MINUTES CURVE, CONCAVE TO THE SOUTH TO THE SOUTHEAST CORNER OF THE 12 ACRE TRACT OF LAND CONVEYED TO XXXX XXXXXX, BY DEED RECORDED IN BOOK 759 PAGE 51 OF DEEDS; THENCE ALONG THE EASTERLY LINE OF SAID XXX 00 XXXX XXXXX, XXXXX 00° 00 MINUTES EAST 7.42 CHAINS TO THE NORTHEAST CORNER THEREOF, BEING A POINT DISTANT SOUTHERLY 20 FEET, MEASURED AT RIGHT ANGLES, FROM THE NORTHERLY LINE OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID 12 ACRE TRACT AND PARALLEL WITH THE NORTHERLY LINE OF SAID LOT, NORTH 81 DEGREES 45 MINUTES WEST 13.60 CHAINS TO THE XXXXXXXXX XXXXXX XX XXXX 00 XXXX XXXXX AND THE EASTERLY LINE OF THE COMPTON AND JABONERIA ROAD JOINING SAID LOT 3 ON THE WEST; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID ROAD TO BEGINNING. EXCEPT ANY PORTION OF SAID LAND WITHIN THE LINES OF XXXXX STREET, SIXTY FEET WIDE. ALSO EXCEPT TO GRANTOR ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND BELOW A DEPTH OF 500 FEET WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED BY ATLANTIC RICHFIELD COMPANY, FORMERLY THE ATLANTIC REFINING COMPANY, SUCCESSOR BY MERGER TO RICHFIELD OIL COMPANY IN DEED RECORDED JUNE 5, 1970 AS INSTRUMENT NO. 96, EXCEPTING THEREFROM ALL BUILDING AND IMPROVEMENTS AS GRANTED BY CONVEYANCE, FROM XXXX PROPERTIES CORPORATION IN FAVOR OF XXXX CONSTRUCTION COMPANY, A CALIFORNIA PARTNERSHIP, DATED SEPTEMBER 1, 1972 RECORDED DECEMBER 29, 1972 AS INSTRUMENT NO. 6561, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY. Existing Title Policy CC&R’s/REA’s if applicable Existing ALTA Survey Existing Environmental Report(sCopyrights and Trademarks Schedule 5.13(c) - Phase I, Phase II, etc. Seismic Report, if applicable As-Built Drawings (Hard copy & electronic) Architectural Drawings (Hard copy & electronic) Mechanical, Electrical, Plumbing, Sprinkler/Fire Protection Drawings and Specifications Certificates Schedule of Occupancy and/or Substantial Completion (shell & tenant) Warranties & Guaranties (HVAC, Roof, Elevator, Other) Governmental Permits, Notices, Reports, Citations, Compliance / Non-Compliance & Correspondence Documents from any Governmental authority pertaining to the property Annual Inspection Reports (elevator, HVAC, roof, fire pump, sprinkler) for last 24 months Recent Inspection Reports (fire department, building inspections, zoning, if applicable) Leases, Amendments & Subleases Rent Commencement Letters Tenant Correspondence Summary of any Proposed Leases List of Certain Leasehold Personal Property Tenant Financial Statements Tenant Contact List Detailed Rent Roll (including expiration summaryInterests and Personal Property Lease Agreements Schedule 5.15 Schedule of Pension Plans Schedule 5.16 Schedule of Indebtedness, security depositsLiens, options, etc.) Historical Operating Statements (24 months) General and/or Tenant Ledgers (2007, 2008, 2009 & YTD) Aged Receivables/Delinquency Report Annual Expense Reconciliation (current Charges and prior year) Year-end Trial Balance Summary of Capital Expenditures and Major Repairs for last 24 months Current Year Tax Valuation Tax Bills (previous two years) History of Tax Protests, if any (including original and final valuations) Pending Tax Protests, if any Seller’s Issuance Encumbrances Schedule 5.17 Environmental Matters Schedule 8.4 Schedule of Insurance Claims or Letter Stating None Tenant Insurance Certificates (the “Tenant”) hereby certifies to THE REALTY ASSOCIATES FUND V, L.P., a Delaware limited partnership (the “Owner”) Schedule 8.9 Schedule of Ownership of Restricted Subsidiaries Schedule 8.12 Schedule of Leases Schedule 8.14 Schedule of Environmental and ITT ACQUISITIONS LLC, a Delaware limited liability company, its Land Use Compliance Schedule 8.17 Schedule of Forest Service Permits Schedule 9.3 Investment Policy and successors or assigns (“Purchaser”) and its Lenders (as defined below) as follows: The undersigned Tenant understands that Purchaser or its assigns intends to purchase certain real property and improvements, which includes the Premises (the “Property”). In connection with the purchase by Purchaser, Purchaser has requested that the Tenant complete this tenant certificate (the “Tenant Certificate”) with the appropriate information as it pertains to the Tenant’s lease and to agree to the requirements set forth herein. The undersigned Tenant hereby certifies to and agrees with Owner and Purchaser as to the following:Investments

LIST OF EXHIBITS AND SCHEDULES. Exhibit A - Legal Description Exhibit B - Due Diligence Documents to be Delivered by Seller Exhibit C - EXHIBIT A-1 Form of Tenant Estoppel Class A-1 Certificate Exhibit D - Permitted Exceptions Exhibit E - Lease Schedule Exhibit F - EXHIBIT A-2 Form of Special Warranty Deed Exhibit G - Class A-2 Certificate EXHIBIT A-3 Form of General Assignment Class A-3 Certificate EXHIBIT A-4 Form of Class A-4 Certificate EXHIBIT A-5 Form of Class A-5 Certificate EXHIBIT A-6 Form of Class XC Certificate EXHIBIT A-7 Form of Class XP Certificate EXHIBIT A-8 Form of Class B Certificate EXHIBIT A-9 Form of Class C Certificate EXHIBIT A-10 Form of Class D Certificate EXHIBIT A-11 Form of Class E Certificate EXHIBIT A-12 Form of Class F Certificate EXHIBIT A-13 Form of Class G Certificate EXHIBIT A-14 Form of Class H Certificate EXHIBIT A-15 Form of Class J Certificate EXHIBIT A-16 Form of Class K Certificate EXHIBIT A-17 Form of Class L Certificate EXHIBIT A-18 Form of Class M Certificate EXHIBIT A-19 Form of Class N Certificate EXHIBIT A-20 Form of Class O Certificate EXHIBIT A-21 Form of Class P Certificate EXHIBIT A-22 Form of Class R-I Certificate EXHIBIT A-23 Form of Class R-II Certificate EXHIBIT B Form of Investment Representation Letter EXHIBIT C-1 Form of Transfer Affidavit and Xxxx Agreement Pursuant to Section 5.02(d)(i)(B) EXHIBIT C-2 Form of Sale Exhibit Transferor Certificate Pursuant to Section 5.02(d)(i)(D) EXHIBIT D Request for Release EXHIBIT E Form of ERISA Representation Letter EXHIBIT F Form of Custodial Certification EXHIBIT G [Reserved] EXHIBIT H - Request for Review EXHIBIT I Form of Notice Letter to Tenants Exhibit I - Regarding Purchase Option Exercise EXHIBIT J Form of Non-Foreign Entity Certificate Exhibit J - Notice and Certification Regarding Defeasance of Mortgage Loan EXHIBIT K Form of Audit Inquiry Letter Exhibit Certification to be Provided with Form 10-K - List EXHIBIT L Form of Contracts Exhibit L - List Certification to be Provided to Depositor SCHEDULE I Mortgage Loan Schedule SCHEDULE II Sub-Servicing Agreements in Effect as of Leasing Commission Agreements THAT PORTION OF LOT 3 OF THE X. XXXXXX TRACTthe Closing Date SCHEDULE III Schedule of Exceptions under Section 2.02(a) SCHEDULE IV Class XP Reference Rates SCHEDULE V Mortgage Loans that Initially Pay Interest Only SCHEDULE VI Mortgage Loans Containing Additional Debt This Pooling and Servicing Agreement (this "Agreement"), IN THE RANCHO SAN ANTONIO, IN THE CITY OF XXXX GARDENS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 7 PAGE 249 OF DEEDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID LOT, SOUTH 82 3/4 DEGREES EAST, TO ITS INTERSECTION WITH THE WESTERLY LINE OF EASTERN AVENUE, AS DESCRIBED IN THE FINAL DECREE OF CONDEMNATION, ENTERED SEPTEMBER 15, 1937 IN LOS ANGELES COUNTY SUPERIOR COURT, CASE NO. 408946, A CERTIFIED COPY THEREOF WAS RECORDED SEPTEMBER 15, 1937 IN BOOK 15179 PAGE 171 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG SAID EASTERN AVENUE TO ITS INTERSECTION WITH THE NORTHERLY LINE OF THE RIGHT OF WAY OF THE ANAHEIM AND SANTA XXX XXXXXX OF THE SOUTHERN PACIFIC RAILROAD; THENCE WESTERLY ALONG SAID NORTHERLY LINE ON 0 DEGREES 30 MINUTES CURVE, CONCAVE TO THE SOUTH TO THE SOUTHEAST CORNER OF THE 12 ACRE TRACT OF LAND CONVEYED TO XXXX XXXXXX, BY DEED RECORDED IN BOOK 759 PAGE 51 OF DEEDS; THENCE ALONG THE EASTERLY LINE OF SAID XXX 00 XXXX XXXXX, XXXXX 00° 00 MINUTES EAST 7.42 CHAINS TO THE NORTHEAST CORNER THEREOF, BEING A POINT DISTANT SOUTHERLY 20 FEET, MEASURED AT RIGHT ANGLES, FROM THE NORTHERLY LINE OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID 12 ACRE TRACT AND PARALLEL WITH THE NORTHERLY LINE OF SAID LOT, NORTH 81 DEGREES 45 MINUTES WEST 13.60 CHAINS TO THE XXXXXXXXX XXXXXX XX XXXX 00 XXXX XXXXX AND THE EASTERLY LINE OF THE COMPTON AND JABONERIA ROAD JOINING SAID LOT 3 ON THE WEST; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID ROAD TO BEGINNING. EXCEPT ANY PORTION OF SAID LAND WITHIN THE LINES OF XXXXX STREET, SIXTY FEET WIDE. ALSO EXCEPT TO GRANTOR ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND BELOW A DEPTH OF 500 FEET WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED BY ATLANTIC RICHFIELD COMPANY, FORMERLY THE ATLANTIC REFINING COMPANY, SUCCESSOR BY MERGER TO RICHFIELD OIL COMPANY IN DEED RECORDED JUNE 5, 1970 AS INSTRUMENT NO. 96, EXCEPTING THEREFROM ALL BUILDING AND IMPROVEMENTS AS GRANTED BY CONVEYANCE, FROM XXXX PROPERTIES CORPORATION IN FAVOR OF XXXX CONSTRUCTION COMPANY, A CALIFORNIA PARTNERSHIP, DATED SEPTEMBER dated and effective as of April 1, 1972 RECORDED DECEMBER 292004, 1972 AS INSTRUMENT NO. 6561is by and among BANC OF AMERICA COMMERCIAL MORTGAGE INC., IN THE OFFICE as Depositor, BANK OF THE COUNTY RECORDER OF LOS ANGELES COUNTY. Existing Title Policy CC&R’s/REA’s if applicable Existing ALTA Survey Existing Environmental Report(s) - Phase IAMERICA, Phase IIN.A., etc. Seismic Reportas Master Servicer, if applicable As-Built Drawings (Hard copy & electronic) Architectural Drawings (Hard copy & electronic) MechanicalMIDLAND LOAN SERVICES, ElectricalINC., Plumbingas Special Servicer, Sprinkler/Fire Protection Drawings LASALLE BANK NATIONAL ASSOCIATION, as Trustee and Specifications Certificates of Occupancy and/or Substantial Completion (shell & tenant) Warranties & Guaranties (HVACas REMIC Administrator, Roofand ABN AMRO BANK N.V., Elevator, Other) Governmental Permits, Notices, Reports, Citations, Compliance / Non-Compliance & Correspondence Documents from any Governmental authority pertaining to the property Annual Inspection Reports (elevator, HVAC, roof, fire pump, sprinkler) for last 24 months Recent Inspection Reports (fire department, building inspections, zoning, if applicable) Leases, Amendments & Subleases Rent Commencement Letters Tenant Correspondence Summary of any Proposed Leases List of Personal Property Tenant Financial Statements Tenant Contact List Detailed Rent Roll (including expiration summary, security deposits, options, etcas Fiscal Agent.) Historical Operating Statements (24 months) General and/or Tenant Ledgers (2007, 2008, 2009 & YTD) Aged Receivables/Delinquency Report Annual Expense Reconciliation (current and prior year) Year-end Trial Balance Summary of Capital Expenditures and Major Repairs for last 24 months Current Year Tax Valuation Tax Bills (previous two years) History of Tax Protests, if any (including original and final valuations) Pending Tax Protests, if any Seller’s Issuance of Insurance Claims or Letter Stating None Tenant Insurance Certificates (the “Tenant”) hereby certifies to THE REALTY ASSOCIATES FUND V, L.P., a Delaware limited partnership (the “Owner”) and ITT ACQUISITIONS LLC, a Delaware limited liability company, its and successors or assigns (“Purchaser”) and its Lenders (as defined below) as follows: The undersigned Tenant understands that Purchaser or its assigns intends to purchase certain real property and improvements, which includes the Premises (the “Property”). In connection with the purchase by Purchaser, Purchaser has requested that the Tenant complete this tenant certificate (the “Tenant Certificate”) with the appropriate information as it pertains to the Tenant’s lease and to agree to the requirements set forth herein. The undersigned Tenant hereby certifies to and agrees with Owner and Purchaser as to the following:

LIST OF EXHIBITS AND SCHEDULES. Exhibits: Exhibit A - Legal Description Condominium Land Exhibit B - Due Diligence Documents to be Delivered by Seller B-1 Existing Leases Exhibit B-2 Delinquency Report Exhibit C - Form of Tenant Estoppel Certificate Escrow Agreement Exhibit D - Permitted Exceptions D-1 Pro Forma Policy for Sentinel Unit Exhibit D-2 Pro Forma Policy for Ground Leasehold Exhibit E - Lease Schedule Form of Deed Exhibit F - Form of Special Warranty Deed Assignment and Assumption of Leases Exhibit G - Form of General Assignment and Xxxx Assumption of Sale Contracts Exhibit H - Form of Notice Seller’s Letter to Tenants Exhibit I - Form of Seller’s Bring-Down Certificate Exhibit J Form of Xxxx of Sale Exhibit K Form of FIRPTA Certificate Exhibit L-1 Form of Seller Title Affidavit – Unit Seller Exhibit L-2 Form of Seller Title Affidavit – Ground Lease Seller Exhibit M Form of Non-Foreign Entity Competition and Non-Solicitation Agreement Exhibit N Intentionally Omitted. Exhibit O Termination of Property Management Agreement Exhibit P Form of Purchaser’s Bring-Down Certificate Exhibit J - Q Notice of Escrow Claim Exhibit R Form of Audit Inquiry Trustee Resignation Exhibit S-1 Form of Board of Trustees’ Assessment Letter Exhibit K - List S-2 Section 6d Certificate Exhibit T-1 Form of Contracts Assignment and Assumption of Ground Lease (Lessee’s Interest) Exhibit L - List T-2 Form of Leasing Commission Agreements THAT PORTION OF LOT 3 OF THE X. XXXXXX TRACT, IN THE RANCHO SAN ANTONIO, IN THE CITY OF XXXX GARDENS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 7 PAGE 249 OF DEEDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID LOT, SOUTH 82 3/4 DEGREES EAST, TO ITS INTERSECTION WITH THE WESTERLY LINE OF EASTERN AVENUE, AS DESCRIBED IN THE FINAL DECREE OF CONDEMNATION, ENTERED SEPTEMBER 15, 1937 IN LOS ANGELES COUNTY SUPERIOR COURT, CASE NO. 408946, A CERTIFIED COPY THEREOF WAS RECORDED SEPTEMBER 15, 1937 IN BOOK 15179 PAGE 171 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG SAID EASTERN AVENUE TO ITS INTERSECTION WITH THE NORTHERLY LINE OF THE RIGHT OF WAY OF THE ANAHEIM AND SANTA XXX XXXXXX OF THE SOUTHERN PACIFIC RAILROAD; THENCE WESTERLY ALONG SAID NORTHERLY LINE ON 0 DEGREES 30 MINUTES CURVE, CONCAVE TO THE SOUTH TO THE SOUTHEAST CORNER OF THE 12 ACRE TRACT OF LAND CONVEYED TO XXXX XXXXXX, BY DEED RECORDED IN BOOK 759 PAGE 51 OF DEEDS; THENCE ALONG THE EASTERLY LINE OF SAID XXX 00 XXXX XXXXX, XXXXX 00° 00 MINUTES EAST 7.42 CHAINS TO THE NORTHEAST CORNER THEREOF, BEING A POINT DISTANT SOUTHERLY 20 FEET, MEASURED AT RIGHT ANGLES, FROM THE NORTHERLY LINE OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID 12 ACRE TRACT AND PARALLEL WITH THE NORTHERLY LINE OF SAID LOT, NORTH 81 DEGREES 45 MINUTES WEST 13.60 CHAINS TO THE XXXXXXXXX XXXXXX XX XXXX 00 XXXX XXXXX AND THE EASTERLY LINE OF THE COMPTON AND JABONERIA ROAD JOINING SAID LOT 3 ON THE WEST; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID ROAD TO BEGINNING. EXCEPT ANY PORTION OF SAID LAND WITHIN THE LINES OF XXXXX STREET, SIXTY FEET WIDE. ALSO EXCEPT TO GRANTOR ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND BELOW A DEPTH OF 500 FEET WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED BY ATLANTIC RICHFIELD COMPANY, FORMERLY THE ATLANTIC REFINING COMPANY, SUCCESSOR BY MERGER TO RICHFIELD OIL COMPANY IN DEED RECORDED JUNE 5, 1970 AS INSTRUMENT NO. 96, EXCEPTING THEREFROM ALL BUILDING AND IMPROVEMENTS AS GRANTED BY CONVEYANCE, FROM XXXX PROPERTIES CORPORATION IN FAVOR OF XXXX CONSTRUCTION COMPANY, A CALIFORNIA PARTNERSHIP, DATED SEPTEMBER 1, 1972 RECORDED DECEMBER 29, 1972 AS INSTRUMENT NO. 6561, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY. Existing Title Policy CC&R’s/REAAssignment and Assumption of Ground Lease (Lessor’s if applicable Existing ALTA Survey Existing Environmental Report(sInterest) - Phase I, Phase II, etc. Seismic Report, if applicable As-Built Drawings Exhibit U-1 Form of Ground Lease Estoppel (Hard copy & electronicBoard of Trustee) Architectural Drawings Exhibit U-2 Form of Ground Lease Estoppel (Hard copy & electronicLessor) Mechanical, Electrical, Plumbing, Sprinkler/Fire Protection Drawings Exhibit V Form of Certificate of Appointment and Specifications Certificates Acceptance Exhibit W Form of Occupancy and/or Substantial Completion (shell & tenant) Warranties & Guaranties (HVAC, Roof, Elevator, Other) Governmental Permits, Notices, Reports, Citations, Compliance / Non-Compliance & Correspondence Documents from any Governmental authority pertaining to the property Annual Inspection Reports (elevator, HVAC, roof, fire pump, sprinkler) for last 24 months Recent Inspection Reports (fire department, building inspections, zoning, if applicable) Leases, Amendments & Subleases Rent Commencement Letters Tenant Correspondence Summary QDCM Notice Exhibit X Form of any Proposed Leases List Assignment and Assumption of Personal Property Tenant Financial Statements Tenant Contact List Detailed Rent Roll (including expiration summary, security deposits, options, etc.) Historical Operating Statements (24 months) General and/or Tenant Ledgers (2007, 2008, 2009 & YTD) Aged Receivables/Delinquency Report Annual Expense Reconciliation (current Declarant’s Interest Exhibit Y Form of Sentinel Critical Operations Assignment and prior year) Year-end Trial Balance Summary of Capital Expenditures and Major Repairs for last 24 months Current Year Tax Valuation Tax Bills (previous two years) History of Tax Protests, if any (including original and final valuations) Pending Tax Protests, if any Seller’s Issuance of Insurance Claims or Letter Stating None Tenant Insurance Certificates (the “Tenant”) hereby certifies to THE REALTY ASSOCIATES FUND V, L.P., a Delaware limited partnership (the “Owner”) and ITT ACQUISITIONS LLC, a Delaware limited liability company, its and successors or assigns (“Purchaser”) and its Lenders (as defined below) as follows: The undersigned Tenant understands that Purchaser or its assigns intends to purchase certain real property and improvements, which includes the Premises (the “Property”). In connection with the purchase by Purchaser, Purchaser has requested that the Tenant complete this tenant certificate (the “Tenant Certificate”) with the appropriate information as it pertains to the Tenant’s lease and to agree to the requirements set forth herein. The undersigned Tenant hereby certifies to and agrees with Owner and Purchaser as to the following:Assumption Agreement Exhibit Z Audit Letter

LIST OF EXHIBITS AND SCHEDULES. Schedule 1 List of Guarantors Schedule 2 List of Lenders Schedule 3 Collateral Enhancement Requirement Schedule 4 Permitted Dispositions Schedule 5 Permitted Indebtedness Schedule 6 Permitted Investments Schedule 7 Permitted Liens Schedule 8 UCC Filing Offices Schedule 9 Collective Bargaining Agreements Schedule 10 Post-Closing Obligations Exhibit A - Legal Form of Secured Promissory Note Exhibit B Collateral Description Exhibit B - Due Diligence Documents to be Delivered by Seller Exhibit C - Form of Tenant Estoppel Landlord Waiver Exhibit D Form of Solvency Certificate Exhibit D - Permitted Exceptions Exhibit E - Lease Schedule Form of Intellectual Property Security Agreement Exhibit F - Form of Special Warranty Deed Assignment and Assumption Agreement Exhibit G - Form of General Assignment and Xxxx of Sale Exhibit H - Form of Notice Letter to Tenants of Borrowing Exhibit H Form of Joinder Agreement Exhibit I - Reserved Exhibit J Reserved Exhibit K Form of Non-Foreign Entity Compliance Certificate Exhibit J - L-1 Form of Audit Inquiry Letter U.S. Tax Compliance Certificate Exhibit K - List L-2 Form of Contracts U.S. Tax Compliance Certificate Exhibit L - List L-3 Form of Leasing Commission Agreements THAT PORTION OF LOT 3 OF THE X. XXXXXX TRACTU.S. Tax Compliance Certificate Exhibit L-4 Form of U.S. Tax Compliance Certificate Exhibit M Form of Mortgage Exhibit N Form of Guaranty Exhibit O Form of Assignment of Claims Under Government Contract This LOAN AND SECURITY AGREEMENT, IN THE RANCHO SAN ANTONIOdated as of April 3, IN THE CITY OF XXXX GARDENS2017, COUNTY OF LOS ANGELESis entered by and between Sterling Construction Company, STATE OF CALIFORNIAInc., AS PER MAP RECORDED IN BOOK 7 PAGE 249 OF DEEDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID LOT, SOUTH 82 3/4 DEGREES EAST, TO ITS INTERSECTION WITH THE WESTERLY LINE OF EASTERN AVENUE, AS DESCRIBED IN THE FINAL DECREE OF CONDEMNATION, ENTERED SEPTEMBER 15, 1937 IN LOS ANGELES COUNTY SUPERIOR COURT, CASE NO. 408946, A CERTIFIED COPY THEREOF WAS RECORDED SEPTEMBER 15, 1937 IN BOOK 15179 PAGE 171 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG SAID EASTERN AVENUE TO ITS INTERSECTION WITH THE NORTHERLY LINE OF THE RIGHT OF WAY OF THE ANAHEIM AND SANTA XXX XXXXXX OF THE SOUTHERN PACIFIC RAILROAD; THENCE WESTERLY ALONG SAID NORTHERLY LINE ON 0 DEGREES 30 MINUTES CURVE, CONCAVE TO THE SOUTH TO THE SOUTHEAST CORNER OF THE 12 ACRE TRACT OF LAND CONVEYED TO XXXX XXXXXX, BY DEED RECORDED IN BOOK 759 PAGE 51 OF DEEDS; THENCE ALONG THE EASTERLY LINE OF SAID XXX 00 XXXX XXXXX, XXXXX 00° 00 MINUTES EAST 7.42 CHAINS TO THE NORTHEAST CORNER THEREOF, BEING A POINT DISTANT SOUTHERLY 20 FEET, MEASURED AT RIGHT ANGLES, FROM THE NORTHERLY LINE OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID 12 ACRE TRACT AND PARALLEL WITH THE NORTHERLY LINE OF SAID LOT, NORTH 81 DEGREES 45 MINUTES WEST 13.60 CHAINS TO THE XXXXXXXXX XXXXXX XX XXXX 00 XXXX XXXXX AND THE EASTERLY LINE OF THE COMPTON AND JABONERIA ROAD JOINING SAID LOT 3 ON THE WEST; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID ROAD TO BEGINNING. EXCEPT ANY PORTION OF SAID LAND WITHIN THE LINES OF XXXXX STREET, SIXTY FEET WIDE. ALSO EXCEPT TO GRANTOR ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND BELOW A DEPTH OF 500 FEET WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED BY ATLANTIC RICHFIELD COMPANY, FORMERLY THE ATLANTIC REFINING COMPANY, SUCCESSOR BY MERGER TO RICHFIELD OIL COMPANY IN DEED RECORDED JUNE 5, 1970 AS INSTRUMENT NO. 96, EXCEPTING THEREFROM ALL BUILDING AND IMPROVEMENTS AS GRANTED BY CONVEYANCE, FROM XXXX PROPERTIES CORPORATION IN FAVOR OF XXXX CONSTRUCTION COMPANY, A CALIFORNIA PARTNERSHIP, DATED SEPTEMBER 1, 1972 RECORDED DECEMBER 29, 1972 AS INSTRUMENT NO. 6561, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY. Existing Title Policy CC&R’s/REA’s if applicable Existing ALTA Survey Existing Environmental Report(s) - Phase I, Phase II, etc. Seismic Report, if applicable As-Built Drawings (Hard copy & electronic) Architectural Drawings (Hard copy & electronic) Mechanical, Electrical, Plumbing, Sprinkler/Fire Protection Drawings and Specifications Certificates of Occupancy and/or Substantial Completion (shell & tenant) Warranties & Guaranties (HVAC, Roof, Elevator, Other) Governmental Permits, Notices, Reports, Citations, Compliance / Non-Compliance & Correspondence Documents from any Governmental authority pertaining to the property Annual Inspection Reports (elevator, HVAC, roof, fire pump, sprinkler) for last 24 months Recent Inspection Reports (fire department, building inspections, zoning, if applicable) Leases, Amendments & Subleases Rent Commencement Letters Tenant Correspondence Summary of any Proposed Leases List of Personal Property Tenant Financial Statements Tenant Contact List Detailed Rent Roll (including expiration summary, security deposits, options, etc.) Historical Operating Statements (24 months) General and/or Tenant Ledgers (2007, 2008, 2009 & YTD) Aged Receivables/Delinquency Report Annual Expense Reconciliation (current and prior year) Year-end Trial Balance Summary of Capital Expenditures and Major Repairs for last 24 months Current Year Tax Valuation Tax Bills (previous two years) History of Tax Protests, if any (including original and final valuations) Pending Tax Protests, if any Seller’s Issuance of Insurance Claims or Letter Stating None Tenant Insurance Certificates a Delaware corporation (the “TenantBorrower”) hereby certifies ); the guarantors identified on Schedule 1 hereto (such guarantors, together with any entities required to THE REALTY ASSOCIATES FUND Vbecome Guarantors pursuant to the Joinder Requirements, L.P., are referred to hereinafter each individually as a Delaware limited partnership (“Guarantor” and collectively as the “OwnerGuarantors” and together with the Borrower as the “Loan Parties”) and ITT ACQUISITIONS LLCWilmington Trust, a Delaware limited liability companyNational Association, its and successors or assigns as agent (“PurchaserAgent”) for the lenders identified on Schedule 2 hereto (such lenders, together with their respective successors and its Lenders (assigns are referred to hereinafter each individually as defined below) a “Lender” and collectively as follows: The undersigned Tenant understands that Purchaser or its assigns intends to purchase certain real property and improvements, which includes the Premises (the “PropertyLenders”). In connection with , and the purchase by Purchaser, Purchaser has requested that the Tenant complete this tenant certificate (the “Tenant Certificate”) with the appropriate information as it pertains to the Tenant’s lease and to agree to the requirements set forth herein. The undersigned Tenant hereby certifies to and agrees with Owner and Purchaser as to the following:Lenders.

LIST OF EXHIBITS AND SCHEDULES. Exhibit A - Legal Description Form of Note Exhibit B - Due Diligence Documents to be Delivered by Seller Form of Warrant Exhibit C - Additional Investment Rights Exhibit D Escrow Agreement Exhibit E Form of Tenant Estoppel Certificate Exhibit D - Permitted Exceptions Exhibit E - Lease Schedule Security Agreement Exhibit F - Form of Special Warranty Deed Legal Opinion Exhibit G - Form of General Assignment and Xxxx of Sale Lockup Agreement Exhibit H - Form of Notice Letter to Tenants Exhibit I Intercreditor Agreement - Form of Non-Foreign Entity Certificate Exhibit J - Form of Audit Inquiry Letter Exhibit K - none Schedule 1 List of Contracts Exhibit L - List Subscribers Schedule 5( d) Capitalization and Additional Issuances Schedule 5(m) Recent Unit Offering Schedule 5(w) Transfer Agent Schedule 5(ff) Insurance Policy Schedule 8(a) Fees Schedule 9(e) Use of Leasing Commission Agreements THAT PORTION OF LOT 3 Proceeds Schedule 9(l) Intellectual Property Schedule 9(p)(iv) Transactions with Affiliates Schedule 9(x) Lockup Providers Schedule 12(a) Excepted Issuances NEITHER THE ISSUANCE AND SALE OF THE X. XXXXXX TRACTSECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN THE RANCHO SAN ANTONIO, IN THE CITY OF XXXX GARDENS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 7 PAGE 249 OF DEEDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID LOT, SOUTH 82 3/4 DEGREES EAST, TO ITS INTERSECTION WITH THE WESTERLY LINE OF EASTERN AVENUE, AS DESCRIBED IN THE FINAL DECREE OF CONDEMNATION, ENTERED SEPTEMBER 15, 1937 IN LOS ANGELES COUNTY SUPERIOR COURT, CASE NO. 408946, A CERTIFIED COPY THEREOF WAS RECORDED SEPTEMBER 15, 1937 IN BOOK 15179 PAGE 171 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG SAID EASTERN AVENUE TO ITS INTERSECTION WITH THE NORTHERLY LINE OF THE RIGHT OF WAY OF THE ANAHEIM AND SANTA XXX XXXXXX OF THE SOUTHERN PACIFIC RAILROAD; THENCE WESTERLY ALONG SAID NORTHERLY LINE ON 0 DEGREES 30 MINUTES CURVE, CONCAVE FORM REASONABLY ACCEPTABLE TO THE SOUTH TO THE SOUTHEAST CORNER OF THE 12 ACRE TRACT OF LAND CONVEYED TO XXXX XXXXXXCOMPANY, BY DEED RECORDED IN BOOK 759 PAGE 51 OF DEEDS; THENCE ALONG THE EASTERLY LINE OF SAID XXX 00 XXXX XXXXX, XXXXX 00° 00 MINUTES EAST 7.42 CHAINS TO THE NORTHEAST CORNER THEREOF, BEING A POINT DISTANT SOUTHERLY 20 FEET, MEASURED AT RIGHT ANGLES, FROM THE NORTHERLY LINE OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID 12 ACRE TRACT AND PARALLEL WITH THE NORTHERLY LINE OF SAID LOT, NORTH 81 DEGREES 45 MINUTES WEST 13.60 CHAINS TO THE XXXXXXXXX XXXXXX XX XXXX 00 XXXX XXXXX AND THE EASTERLY LINE OF THE COMPTON AND JABONERIA ROAD JOINING SAID LOT 3 ON THE WEST; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID ROAD TO BEGINNING. EXCEPT ANY PORTION OF SAID LAND WITHIN THE LINES OF XXXXX STREET, SIXTY FEET WIDE. ALSO EXCEPT TO GRANTOR ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND THAT REGISTRATION IS NOT REQUIRED UNDER SAID LAND BELOW ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A DEPTH OF 500 FEET WITHOUT BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE RIGHT OF SURFACE ENTRYSECURITIES. FOR VALUE RECEIVED, AS RESERVED BY ATLANTIC RICHFIELD COMPANYADVANCED MEDICAL ISOTOPE CORPORATION, FORMERLY THE ATLANTIC REFINING COMPANYa Delaware corporation (hereinafter called “Borrower”), SUCCESSOR BY MERGER TO RICHFIELD OIL COMPANY IN DEED RECORDED JUNE 5, 1970 AS INSTRUMENT NO. 96, EXCEPTING THEREFROM ALL BUILDING AND IMPROVEMENTS AS GRANTED BY CONVEYANCE, FROM XXXX PROPERTIES CORPORATION IN FAVOR OF XXXX CONSTRUCTION COMPANY, A CALIFORNIA PARTNERSHIP, DATED SEPTEMBER 1, 1972 RECORDED DECEMBER 29, 1972 AS INSTRUMENT NO. 6561, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY. Existing Title Policy CC&R’s/REA’s if applicable Existing ALTA Survey Existing Environmental Report(s) - Phase I, Phase II, etc. Seismic Report, if applicable As-Built Drawings (Hard copy & electronic) Architectural Drawings (Hard copy & electronic) Mechanical, Electrical, Plumbing, Sprinkler/Fire Protection Drawings and Specifications Certificates of Occupancy and/or Substantial Completion (shell & tenant) Warranties & Guaranties (HVAC, Roof, Elevator, Other) Governmental Permits, Notices, Reports, Citations, Compliance / Non-Compliance & Correspondence Documents from any Governmental authority pertaining hereby promises to the property Annual Inspection Reports (elevator, HVAC, roof, fire pump, sprinkler) for last 24 months Recent Inspection Reports (fire department, building inspections, zoning, if applicable) Leases, Amendments & Subleases Rent Commencement Letters Tenant Correspondence Summary of any Proposed Leases List of Personal Property Tenant Financial Statements Tenant Contact List Detailed Rent Roll (including expiration summary, security deposits, options, etc.) Historical Operating Statements (24 months) General and/or Tenant Ledgers (2007, 2008, 2009 & YTD) Aged Receivables/Delinquency Report Annual Expense Reconciliation (current and prior year) Year-end Trial Balance Summary of Capital Expenditures and Major Repairs for last 24 months Current Year Tax Valuation Tax Bills (previous two years) History of Tax Protests, if any (including original and final valuations) Pending Tax Protests, if any Seller’s Issuance of Insurance Claims pay _________________________ or Letter Stating None Tenant Insurance Certificates its registered assigns (the “TenantHolder”), address at ________________________________________________, Fax: ____________________, without demand, the sum of ___________________ Dollars ($______________) hereby certifies to THE REALTY ASSOCIATES FUND V(“Principal Amount”), L.P.with interest accruing thereon, a Delaware limited partnership on ______________________ (18 months from Issue Date) (the “OwnerMaturity Date”) and ITT ACQUISITIONS LLC), if not sooner paid or modified as permitted herein. This Note has been entered into pursuant to the terms of a Delaware limited liability company, its and successors or assigns (“Purchaser”) and its Lenders (as defined below) as follows: The undersigned Tenant understands that Purchaser or its assigns intends to purchase certain real property and improvements, which includes the Premises subscription agreement (the “PropertySubscription Agreement”). In connection with ) by and among the purchase by PurchaserBorrower, Purchaser has requested that the Tenant complete this tenant certificate Holder and certain other holders (the “Tenant CertificateOther Holders”) with of convertible promissory notes (the appropriate information “Other Notes”), dated as it pertains of July __, 2012, for an aggregate Principal Amount of up to One Million Seven Hundred and Fifty Thousand Dollars ($1,750,000) (inclusive of AIR Notes). Unless otherwise separately defined herein, each capitalized term used in this Note shall have the Tenant’s lease and to agree to the requirements same meaning as set forth hereinin the Subscription Agreement. The undersigned Tenant hereby certifies following terms shall apply to and agrees with Owner and Purchaser as to the followingthis Note:

LIST OF EXHIBITS AND SCHEDULES. Exhibit A - Legal Description Certificate of Designations Exhibit B - Due Diligence Documents to be Delivered by Seller Form of Series A Warrant Exhibit C - Form of Tenant Estoppel Certificate Exhibit D - Permitted Exceptions Exhibit E - Lease Escrow Agreement Schedule Exhibit F - Form of Special Warranty Deed Exhibit G - Form of General Assignment and Xxxx of Sale Exhibit H - Form of Notice Letter to Tenants Exhibit I - Form of Non-Foreign Entity Certificate Exhibit J - Form of Audit Inquiry Letter Exhibit K - 1 List of Contracts Exhibit L - List Subscribers Schedule 5(a) Subsidiaries Schedule 5(d) Capitalization and Additional Issuances Schedule 5(f) Violations and Conflicts Schedule 5(o) Undisclosed Liabilities Schedule 5(w) Transfer Agent Schedule 9(e) Use of Leasing Commission Agreements THAT PORTION Proceeds Schedule 9(l) Intellectual Property Schedule 11(a) Excepted Issuances See Current Report on Form 8-K, filed on March 30, 2012. NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF LOT 3 ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE X. XXXXXX TRACT, SECURITIES ACT AND IN THE RANCHO SAN ANTONIO, IN THE CITY ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF XXXX GARDENS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 7 PAGE 249 OF DEEDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID LOT, SOUTH 82 3/4 DEGREES EAST, TO ITS INTERSECTION WITH THE WESTERLY LINE OF EASTERN AVENUE, AS DESCRIBED IN THE FINAL DECREE OF CONDEMNATION, ENTERED SEPTEMBER 15, 1937 IN LOS ANGELES COUNTY SUPERIOR COURT, CASE NO. 408946, A CERTIFIED COPY THEREOF WAS RECORDED SEPTEMBER 15, 1937 IN BOOK 15179 PAGE 171 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG SAID EASTERN AVENUE TO ITS INTERSECTION WITH THE NORTHERLY LINE OF THE RIGHT OF WAY OF THE ANAHEIM AND SANTA XXX XXXXXX OF THE SOUTHERN PACIFIC RAILROAD; THENCE WESTERLY ALONG SAID NORTHERLY LINE ON 0 DEGREES 30 MINUTES CURVE, CONCAVE COUNSEL TO THE SOUTH TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE SOUTHEAST CORNER OF THE 12 ACRE TRACT OF LAND CONVEYED TO XXXX XXXXXX, BY DEED RECORDED IN BOOK 759 PAGE 51 OF DEEDS; THENCE ALONG THE EASTERLY LINE OF SAID XXX 00 XXXX XXXXX, XXXXX 00° 00 MINUTES EAST 7.42 CHAINS TO THE NORTHEAST CORNER THEREOF, BEING A POINT DISTANT SOUTHERLY 20 FEET, MEASURED AT RIGHT ANGLES, FROM THE NORTHERLY LINE OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID 12 ACRE TRACT AND PARALLEL WITH THE NORTHERLY LINE OF SAID LOT, NORTH 81 DEGREES 45 MINUTES WEST 13.60 CHAINS TO THE XXXXXXXXX XXXXXX XX XXXX 00 XXXX XXXXX COMPANY. THIS SECURITY AND THE EASTERLY LINE SECURITIES ISSUABLE UPON CONVERSION OF THE COMPTON AND JABONERIA ROAD JOINING SAID LOT 3 ON THE WEST; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID ROAD TO BEGINNINGTHIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES. EXCEPT ANY PORTION OF SAID LAND WITHIN THE LINES OF XXXXX STREETUS$____________________ Issue Date: December 9, SIXTY FEET WIDE. ALSO EXCEPT TO GRANTOR ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND BELOW A DEPTH OF 500 FEET WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED BY ATLANTIC RICHFIELD COMPANY, FORMERLY THE ATLANTIC REFINING COMPANY, SUCCESSOR BY MERGER TO RICHFIELD OIL COMPANY IN DEED RECORDED JUNE 5, 1970 AS INSTRUMENT NO. 96, EXCEPTING THEREFROM ALL BUILDING AND IMPROVEMENTS AS GRANTED BY CONVEYANCE, FROM XXXX PROPERTIES CORPORATION IN FAVOR OF XXXX CONSTRUCTION COMPANY, A CALIFORNIA PARTNERSHIP, DATED SEPTEMBER 1, 1972 RECORDED DECEMBER 29, 1972 AS INSTRUMENT NO. 6561, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY. Existing Title Policy CC&R’s/REA’s if applicable Existing ALTA Survey Existing Environmental Report(s) - Phase I, Phase II, etc. Seismic Report, if applicable As-Built Drawings (Hard copy & electronic) Architectural Drawings (Hard copy & electronic) Mechanical, Electrical, Plumbing, Sprinkler/Fire Protection Drawings and Specifications Certificates of Occupancy and/or Substantial Completion (shell & tenant) Warranties & Guaranties (HVAC, Roof, Elevator, Other) Governmental Permits, Notices, Reports, Citations, Compliance / Non-Compliance & Correspondence Documents from any Governmental authority pertaining to the property Annual Inspection Reports (elevator, HVAC, roof, fire pump, sprinkler) for last 24 months Recent Inspection Reports (fire department, building inspections, zoning, if applicable) Leases, Amendments & Subleases Rent Commencement Letters Tenant Correspondence Summary of any Proposed Leases List of Personal Property Tenant Financial Statements Tenant Contact List Detailed Rent Roll (including expiration summary, security deposits, options, etc.) Historical Operating Statements (24 months) General and/or Tenant Ledgers (2007, 2008, 2009 & YTD) Aged Receivables/Delinquency Report Annual Expense Reconciliation (current and prior year) Year-end Trial Balance Summary of Capital Expenditures and Major Repairs for last 24 months Current Year Tax Valuation Tax Bills (previous two years) History of Tax Protests, if any (including original and final valuations) Pending Tax Protests, if any Seller’s Issuance of Insurance Claims or Letter Stating None Tenant Insurance Certificates 2011 This Senior Convertible Debenture (the “TenantDebenture”) hereby certifies to THE REALTY ASSOCIATES FUND Vis duly authorized and issued by Wizard World, L.P.Inc., a Delaware limited partnership corporation (the “OwnerCompany”), having its principal executive office at 1000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000. FOR VALUE RECEIVED, the Company, promises to pay to the order of _______________ _______________located at _______________________________________________, and or its registered assigns (the “Payee” or the “Holder”), the principal sum of ________________ Thousand United States Dollars (US$_____________) (the “Principal Amount”) and ITT ACQUISITIONS LLCby February 28, a Delaware limited liability company, its and successors or assigns 2012 (the “PurchaserMaturity Date”) unless it is converted into Private Placement Securities (as defined herein) after the Company undertakes the Qualified Offering (as defined herein), and its Lenders to pay interest on the Principal Amount at a rate of six percent (6%) per annum in one lump sum payable on the Maturity Date. In addition to any conversion contemplated hereby, the Company will issue to Holder, in consideration hereof, __________________ Common Shares (as defined below) as follows: The undersigned Tenant understands that Purchaser or its assigns intends to purchase certain real property and improvements, which includes on the Premises (the “Property”)date hereof. In connection with the purchase by Purchaser, Purchaser has requested that the Tenant complete this tenant certificate (the “Tenant Certificate”) with the appropriate information as it pertains This Debenture is subject to the Tenant’s lease and to agree to the requirements set forth herein. The undersigned Tenant hereby certifies to and agrees with Owner and Purchaser as to the followingfollowing provisions:

LIST OF EXHIBITS AND SCHEDULES. Exhibit A - Legal Description A-1 Form of Revolving Credit Note Exhibit A-2 Form of Amended, Restated and Consolidated Term Loan Note Exhibit A-3 Form of Amended, Restated and Consolidated Swing Line Note Exhibit B - Due Diligence Documents to be Delivered by Seller Form of Notice of Revolving Credit or Swing Line Borrowing Exhibit C - Form of Tenant Estoppel Compliance Certificate Exhibit D - Permitted Exceptions Form of Pricing Notice Exhibit E - Lease Schedule E-1 Form of Amended, Restated and Consolidated Security Agreement Exhibit E-2 Form of Amended and Restated Guarantor Security Agreement Exhibit F - Form of Special Warranty Deed Amended and Restated Unlimited Guaranty Agreement Exhibit G - Form of General Amended and Restated Fee and Leasehold Mortgage, Assignment of Leases and Rents, Financing Statement and Security Agreement Exhibit H Form of Amended and Restated Collateral Assignment of Leases and Rents Exhibit I [Intentionally Omitted.] Exhibit J Form of Amended and Restated Assignment in Trust Exhibit K Form of Amended and Restated Assignment of Trademarks Exhibit L Form of Amended and Restated Assignment of Licenses, Contracts and Permits Exhibit M Form of Amended and Restated Stock Pledge Agreement Exhibit N Form of Amended and Restated Hazardous Materials Indemnification Agreement Exhibit O Form of Opinions of Borrowers' Counsel Exhibit P Form of Assignment and Xxxx of Sale Acceptance Agreement Exhibit H - Q Form of Notice Letter to Tenants Amended and Restated Otten Subordinatxxx Xgreement Exhibit I - R Acknowledgment of Unrestricted Subsidiary Exhibit S Form of Non-Foreign Entity Certificate Exhibit J - Form Joinder Schedule 1 Schedule of Audit Inquiry Letter Exhibit K - List Commitment Percentages Schedule 2 Pricing Schedule Schedule 2.1 Schedule of Contracts Exhibit L - List Funding of Leasing Commission Agreements THAT PORTION OF LOT 3 OF THE X. XXXXXX TRACTFirst Revolving Credit Advance and Term Loans by Certain Lenders. Schedule 2.16 Schedule of Letters of Credit Schedule 2.17 Schedule of Bank Accounts Schedule 3.1(q) Schedule of Certain Leases Schedule 5.2 Schedule of Principal Places of Business Schedule 5.4(a) Schedule of Subsidiaries and Issued and Outstanding Stock Schedule 5.4(b) Transactions with Unrestricted Subsidiaries Schedule 5.8 Schedule of Certain Tax Matters Schedule 5.9 Schedule of Financial Statements Schedule 5.14 Schedule of Litigation Schedule 5.13 Schedule of Licenses, IN THE RANCHO SAN ANTONIOPatents, IN THE CITY OF XXXX GARDENS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 7 PAGE 249 OF DEEDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID LOT, SOUTH 82 3/4 DEGREES EAST, TO ITS INTERSECTION WITH THE WESTERLY LINE OF EASTERN AVENUE, AS DESCRIBED IN THE FINAL DECREE OF CONDEMNATION, ENTERED SEPTEMBER 15, 1937 IN LOS ANGELES COUNTY SUPERIOR COURT, CASE NO. 408946, A CERTIFIED COPY THEREOF WAS RECORDED SEPTEMBER 15, 1937 IN BOOK 15179 PAGE 171 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG SAID EASTERN AVENUE TO ITS INTERSECTION WITH THE NORTHERLY LINE OF THE RIGHT OF WAY OF THE ANAHEIM AND SANTA XXX XXXXXX OF THE SOUTHERN PACIFIC RAILROAD; THENCE WESTERLY ALONG SAID NORTHERLY LINE ON 0 DEGREES 30 MINUTES CURVE, CONCAVE TO THE SOUTH TO THE SOUTHEAST CORNER OF THE 12 ACRE TRACT OF LAND CONVEYED TO XXXX XXXXXX, BY DEED RECORDED IN BOOK 759 PAGE 51 OF DEEDS; THENCE ALONG THE EASTERLY LINE OF SAID XXX 00 XXXX XXXXX, XXXXX 00° 00 MINUTES EAST 7.42 CHAINS TO THE NORTHEAST CORNER THEREOF, BEING A POINT DISTANT SOUTHERLY 20 FEET, MEASURED AT RIGHT ANGLES, FROM THE NORTHERLY LINE OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID 12 ACRE TRACT AND PARALLEL WITH THE NORTHERLY LINE OF SAID LOT, NORTH 81 DEGREES 45 MINUTES WEST 13.60 CHAINS TO THE XXXXXXXXX XXXXXX XX XXXX 00 XXXX XXXXX AND THE EASTERLY LINE OF THE COMPTON AND JABONERIA ROAD JOINING SAID LOT 3 ON THE WEST; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID ROAD TO BEGINNING. EXCEPT ANY PORTION OF SAID LAND WITHIN THE LINES OF XXXXX STREET, SIXTY FEET WIDE. ALSO EXCEPT TO GRANTOR ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND BELOW A DEPTH OF 500 FEET WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED BY ATLANTIC RICHFIELD COMPANY, FORMERLY THE ATLANTIC REFINING COMPANY, SUCCESSOR BY MERGER TO RICHFIELD OIL COMPANY IN DEED RECORDED JUNE 5, 1970 AS INSTRUMENT NO. 96, EXCEPTING THEREFROM ALL BUILDING AND IMPROVEMENTS AS GRANTED BY CONVEYANCE, FROM XXXX PROPERTIES CORPORATION IN FAVOR OF XXXX CONSTRUCTION COMPANY, A CALIFORNIA PARTNERSHIP, DATED SEPTEMBER 1, 1972 RECORDED DECEMBER 29, 1972 AS INSTRUMENT NO. 6561, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY. Existing Title Policy CC&R’s/REA’s if applicable Existing ALTA Survey Existing Environmental Report(sCopyrights and Trademarks Schedule 5.13(c) - Phase I, Phase II, etc. Seismic Report, if applicable As-Built Drawings (Hard copy & electronic) Architectural Drawings (Hard copy & electronic) Mechanical, Electrical, Plumbing, Sprinkler/Fire Protection Drawings and Specifications Certificates Schedule of Occupancy and/or Substantial Completion (shell & tenant) Warranties & Guaranties (HVAC, Roof, Elevator, Other) Governmental Permits, Notices, Reports, Citations, Compliance / Non-Compliance & Correspondence Documents from any Governmental authority pertaining to the property Annual Inspection Reports (elevator, HVAC, roof, fire pump, sprinkler) for last 24 months Recent Inspection Reports (fire department, building inspections, zoning, if applicable) Leases, Amendments & Subleases Rent Commencement Letters Tenant Correspondence Summary of any Proposed Leases List of Certain Leasehold Personal Property Tenant Financial Statements Tenant Contact List Detailed Rent Roll (including expiration summaryInterests and Personal Property Lease Agreements Schedule 5.15 Schedule of Pension Plans Schedule 5.16 Schedule of Indebtedness, security depositsLiens, options, etc.) Historical Operating Statements (24 months) General and/or Tenant Ledgers (2007, 2008, 2009 & YTD) Aged Receivables/Delinquency Report Annual Expense Reconciliation (current Charges and prior year) Year-end Trial Balance Summary of Capital Expenditures and Major Repairs for last 24 months Current Year Tax Valuation Tax Bills (previous two years) History of Tax Protests, if any (including original and final valuations) Pending Tax Protests, if any Seller’s Issuance Encumbrances Schedule 5.17 Environmental Matters Schedule 8.4 Schedule of Insurance Claims or Letter Stating None Tenant Insurance Certificates (the “Tenant”) hereby certifies to THE REALTY ASSOCIATES FUND VSchedule 8.9 Schedule of Ownership of Restricted Subsidiaries Schedule 8.12 Schedule of Leases Schedule 8.13 Schedule of Use of Proceeds of Series B Preferred Stock Schedule 8.14 Schedule of Environmental and Land Use Compliance Schedule 8.17 Schedule of Forest Service Permits Schedule 9.3 Investment Policy and Investments AMENDED, L.P.RESTATED AND CONSOLIDATED CREDIT AGREEMENT This AMENDED, RESTATED AND CONSOLIDATED CREDIT AGREEMENT is entered into as of October 12, 1999 by and among AMERICAN SKIING COMPANY, a Delaware limited partnership corporation ("American Ski") and the other Borrowers from time to time party hereto (each with American Ski a "Borrower" and collectively, the "Borrowers"), the Lenders from time to time party hereto, and BANKBOSTON, N.A., a national banking association, as Agent for the lenders from time to time party hereto (the “Owner”) and ITT ACQUISITIONS LLC, a Delaware limited liability company, its and successors or assigns (“Purchaser”) and its Lenders (as defined below) as follows: The undersigned Tenant understands that Purchaser or its assigns intends to purchase certain real property and improvements, which includes the Premises (the “Property”"Agent"). In connection with the purchase by Purchaser, Purchaser has requested that the Tenant complete this tenant certificate (the “Tenant Certificate”) with the appropriate information as it pertains to the Tenant’s lease and to agree to the requirements set forth herein. The undersigned Tenant hereby certifies to and agrees with Owner and Purchaser as to the following:.

LIST OF EXHIBITS AND SCHEDULES. Exhibit A - Legal Description Exhibit B - Due Diligence Documents to be Delivered by Seller Exhibit C - EXHIBIT A-1 Form of Tenant Estoppel Class A Certificate Exhibit D - Permitted Exceptions Exhibit E - Lease Schedule Exhibit F - EXHIBIT A-2 Form of Special Warranty Deed Exhibit G - Class B Certificate EXHIBIT A-3 Form of General Assignment Class C Certificate [EXHIBIT A-4 Form of Class X Certificate] EXHIBIT A-5 Form of Class R-I Certificate EXHIBIT A-6 Form of Class R-II Certificate EXHIBIT B Form of Investment Representation Letter EXHIBIT C-1 Form of Transfer Affidavit and Xxxx Agreement Pursuant to Section 5.02(d)(i)(B) EXHIBIT C-2 Form of Sale Exhibit Transferor Certificate Pursuant to Section 5.02(d)(i)(D) EXHIBIT D Request for Release EXHIBIT E Form of ERISA Representation Letter EXHIBIT F Form of Custodial Certification EXHIBIT G Form of Trustee Distribution Date Statement EXHIBIT H - Request for Review EXHIBIT I Form of Notice Letter to Tenants Exhibit I - Regarding Purchase Option Exercise EXHIBIT J Form of Non-Foreign Entity Certificate Exhibit J - Notice and Certification Regarding Defeasance of a Mortgage Loan EXHIBIT K Form of Audit Inquiry Letter Exhibit Certification to be Provided with Form 10-K - List EXHIBIT L Form of Contracts Exhibit L - List Certification to be Provided to Depositor EXHIBIT M Form of Leasing Commission Regulation S Certificate EXHIBIT N Form of Transfer Certificate for Exchange or Transfer from Domestic Global Certificate to Regulation S Global Certificate During the Restricted Period EXHIBIT O Form of Transfer Certificate for Exchange or Transfer from Domestic Global Certificate to Regulation S Global Certificate After the Restricted Period EXHIBIT P Form of Transfer Certificate for Exchange or Transfer from Regulation S Global Certificate to Domestic Global Certificate SCHEDULE I Mortgage Loan Schedule SCHEDULE II Sub-Servicing Agreements THAT PORTION in Effect as of the Closing Date This Pooling and Servicing Agreement (this "Agreement"), dated and effective as of [______________], 20[__], is by and among BANC OF LOT 3 AMERICA COMMERCIAL MORTGAGE INC., as Depositor, BANK OF THE X. XXXXXX TRACTAMERICA, IN THE RANCHO SAN ANTONIONATIONAL ASSOCIATION, IN THE CITY OF XXXX GARDENSas Master Servicer, COUNTY OF LOS ANGELES[______________], STATE OF CALIFORNIAas Special Servicer, AS PER MAP RECORDED IN BOOK 7 PAGE 249 OF DEEDSand [______________], DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID LOT, SOUTH 82 3/4 DEGREES EAST, TO ITS INTERSECTION WITH THE WESTERLY LINE OF EASTERN AVENUE, AS DESCRIBED IN THE FINAL DECREE OF CONDEMNATION, ENTERED SEPTEMBER 15, 1937 IN LOS ANGELES COUNTY SUPERIOR COURT, CASE NO. 408946, A CERTIFIED COPY THEREOF WAS RECORDED SEPTEMBER 15, 1937 IN BOOK 15179 PAGE 171 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG SAID EASTERN AVENUE TO ITS INTERSECTION WITH THE NORTHERLY LINE OF THE RIGHT OF WAY OF THE ANAHEIM AND SANTA XXX XXXXXX OF THE SOUTHERN PACIFIC RAILROAD; THENCE WESTERLY ALONG SAID NORTHERLY LINE ON 0 DEGREES 30 MINUTES CURVE, CONCAVE TO THE SOUTH TO THE SOUTHEAST CORNER OF THE 12 ACRE TRACT OF LAND CONVEYED TO XXXX XXXXXX, BY DEED RECORDED IN BOOK 759 PAGE 51 OF DEEDS; THENCE ALONG THE EASTERLY LINE OF SAID XXX 00 XXXX XXXXX, XXXXX 00° 00 MINUTES EAST 7.42 CHAINS TO THE NORTHEAST CORNER THEREOF, BEING A POINT DISTANT SOUTHERLY 20 FEET, MEASURED AT RIGHT ANGLES, FROM THE NORTHERLY LINE OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID 12 ACRE TRACT AND PARALLEL WITH THE NORTHERLY LINE OF SAID LOT, NORTH 81 DEGREES 45 MINUTES WEST 13.60 CHAINS TO THE XXXXXXXXX XXXXXX XX XXXX 00 XXXX XXXXX AND THE EASTERLY LINE OF THE COMPTON AND JABONERIA ROAD JOINING SAID LOT 3 ON THE WEST; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID ROAD TO BEGINNING. EXCEPT ANY PORTION OF SAID LAND WITHIN THE LINES OF XXXXX STREET, SIXTY FEET WIDE. ALSO EXCEPT TO GRANTOR ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND BELOW A DEPTH OF 500 FEET WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED BY ATLANTIC RICHFIELD COMPANY, FORMERLY THE ATLANTIC REFINING COMPANY, SUCCESSOR BY MERGER TO RICHFIELD OIL COMPANY IN DEED RECORDED JUNE 5, 1970 AS INSTRUMENT NO. 96, EXCEPTING THEREFROM ALL BUILDING AND IMPROVEMENTS AS GRANTED BY CONVEYANCE, FROM XXXX PROPERTIES CORPORATION IN FAVOR OF XXXX CONSTRUCTION COMPANY, A CALIFORNIA PARTNERSHIP, DATED SEPTEMBER 1, 1972 RECORDED DECEMBER 29, 1972 AS INSTRUMENT NO. 6561, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY. Existing Title Policy CC&R’s/REA’s if applicable Existing ALTA Survey Existing Environmental Report(s) - Phase I, Phase II, etc. Seismic Report, if applicable As-Built Drawings (Hard copy & electronic) Architectural Drawings (Hard copy & electronic) Mechanical, Electrical, Plumbing, Sprinkler/Fire Protection Drawings as Trustee and Specifications Certificates of Occupancy and/or Substantial Completion (shell & tenant) Warranties & Guaranties (HVAC, Roof, Elevator, Other) Governmental Permits, Notices, Reports, Citations, Compliance / Non-Compliance & Correspondence Documents from any Governmental authority pertaining to the property Annual Inspection Reports (elevator, HVAC, roof, fire pump, sprinkler) for last 24 months Recent Inspection Reports (fire department, building inspections, zoning, if applicable) Leases, Amendments & Subleases Rent Commencement Letters Tenant Correspondence Summary of any Proposed Leases List of Personal Property Tenant Financial Statements Tenant Contact List Detailed Rent Roll (including expiration summary, security deposits, options, etcas REMIC Administrator.) Historical Operating Statements (24 months) General and/or Tenant Ledgers (2007, 2008, 2009 & YTD) Aged Receivables/Delinquency Report Annual Expense Reconciliation (current and prior year) Year-end Trial Balance Summary of Capital Expenditures and Major Repairs for last 24 months Current Year Tax Valuation Tax Bills (previous two years) History of Tax Protests, if any (including original and final valuations) Pending Tax Protests, if any Seller’s Issuance of Insurance Claims or Letter Stating None Tenant Insurance Certificates (the “Tenant”) hereby certifies to THE REALTY ASSOCIATES FUND V, L.P., a Delaware limited partnership (the “Owner”) and ITT ACQUISITIONS LLC, a Delaware limited liability company, its and successors or assigns (“Purchaser”) and its Lenders (as defined below) as follows: The undersigned Tenant understands that Purchaser or its assigns intends to purchase certain real property and improvements, which includes the Premises (the “Property”). In connection with the purchase by Purchaser, Purchaser has requested that the Tenant complete this tenant certificate (the “Tenant Certificate”) with the appropriate information as it pertains to the Tenant’s lease and to agree to the requirements set forth herein. The undersigned Tenant hereby certifies to and agrees with Owner and Purchaser as to the following:

LIST OF EXHIBITS AND SCHEDULES. Exhibit A - Legal Description Exhibit B - Due Diligence Documents to be Delivered by Seller Exhibit C - EXHIBIT A-1 Form of Tenant Estoppel Class A-1 Certificate Exhibit D - Permitted Exceptions Exhibit E - Lease Schedule Exhibit F - EXHIBIT A-2 Form of Special Warranty Deed Exhibit G - Class A-2 Certificate EXHIBIT A-3 Form of General Assignment and Xxxx of Sale Exhibit H - Class A-2F Certificate EXHIBIT A-4 Form of Notice Letter to Tenants Exhibit I - Class XC Certificate EXHIBIT A-5 Form of Non-Foreign Entity Class XP Certificate Exhibit J - EXHIBIT A-6 Form of Audit Inquiry Class B Certificate EXHIBIT A-7 Form of Class C Certificate EXHIBIT A-8 Form of Class D Certificate EXHIBIT A-9 Form of Class E Certificate EXHIBIT A-10 Form of Class F Certificate EXHIBIT A-11 Form of Class G Certificate EXHIBIT A-12 Form of Class H Certificate EXHIBIT A-13 Form of Class J Certificate EXHIBIT A-14 Form of Class K Certificate EXHIBIT A-15 Form of Class L Certificate EXHIBIT A-16 Form of Class M Certificate EXHIBIT A-17 Form of Class N Certificate EXHIBIT A-18 Form of Class O Certificate EXHIBIT A-19 Form of Class P Certificate EXHIBIT A-20 Form of Class Q Certificate EXHIBIT A-21 Form of Class R-I Certificate EXHIBIT A-22 Form of Class R-II Certificate EXHIBIT B Form of Investment Representation Letter Exhibit EXHIBIT C-1 Form of Transfer Affidavit and Agreement Pursuant to Section 5.02(d)(i)(B) EXHIBIT C-2 Form of Transferor Certificate Pursuant to Section 5.02(d)(i)(D) EXHIBIT D Request for Release EXHIBIT E Form of ERISA Representation Letter EXHIBIT F Form of Interim Custodial Certification EXHIBIT G Form of Final Custodial Certification EXHIBIT H Servicer Watch List Criteria EXHIBIT I Request for Review EXHIBIT J Form of Purchase Option Notice EXHIBIT K - List Controlling Class Certificateholder Reports Checklist SCHEDULE I Mortgage Loan Schedule SCHEDULE II Sub-Servicing Agreements in Effect as of Contracts Exhibit L - List the Closing Date SCHEDULE III Schedule of Leasing Commission Agreements THAT PORTION OF LOT 3 OF THE X. XXXXXX TRACTExceptions under Section 2.02(a) SCHEDULE IV Class XP Reference Rate This Pooling and Servicing Agreement (this "Agreement"), IN THE RANCHO SAN ANTONIO, IN THE CITY OF XXXX GARDENS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 7 PAGE 249 OF DEEDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID LOT, SOUTH 82 3/4 DEGREES EAST, TO ITS INTERSECTION WITH THE WESTERLY LINE OF EASTERN AVENUE, AS DESCRIBED IN THE FINAL DECREE OF CONDEMNATION, ENTERED SEPTEMBER 15, 1937 IN LOS ANGELES COUNTY SUPERIOR COURT, CASE NO. 408946, A CERTIFIED COPY THEREOF WAS RECORDED SEPTEMBER 15, 1937 IN BOOK 15179 PAGE 171 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG SAID EASTERN AVENUE TO ITS INTERSECTION WITH THE NORTHERLY LINE OF THE RIGHT OF WAY OF THE ANAHEIM AND SANTA XXX XXXXXX OF THE SOUTHERN PACIFIC RAILROAD; THENCE WESTERLY ALONG SAID NORTHERLY LINE ON 0 DEGREES 30 MINUTES CURVE, CONCAVE TO THE SOUTH TO THE SOUTHEAST CORNER OF THE 12 ACRE TRACT OF LAND CONVEYED TO XXXX XXXXXX, BY DEED RECORDED IN BOOK 759 PAGE 51 OF DEEDS; THENCE ALONG THE EASTERLY LINE OF SAID XXX 00 XXXX XXXXX, XXXXX 00° 00 MINUTES EAST 7.42 CHAINS TO THE NORTHEAST CORNER THEREOF, BEING A POINT DISTANT SOUTHERLY 20 FEET, MEASURED AT RIGHT ANGLES, FROM THE NORTHERLY LINE OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID 12 ACRE TRACT AND PARALLEL WITH THE NORTHERLY LINE OF SAID LOT, NORTH 81 DEGREES 45 MINUTES WEST 13.60 CHAINS TO THE XXXXXXXXX XXXXXX XX XXXX 00 XXXX XXXXX AND THE EASTERLY LINE OF THE COMPTON AND JABONERIA ROAD JOINING SAID LOT 3 ON THE WEST; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID ROAD TO BEGINNING. EXCEPT ANY PORTION OF SAID LAND WITHIN THE LINES OF XXXXX STREET, SIXTY FEET WIDE. ALSO EXCEPT TO GRANTOR ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND BELOW A DEPTH OF 500 FEET WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED BY ATLANTIC RICHFIELD COMPANY, FORMERLY THE ATLANTIC REFINING COMPANY, SUCCESSOR BY MERGER TO RICHFIELD OIL COMPANY IN DEED RECORDED JUNE 5, 1970 AS INSTRUMENT NO. 96, EXCEPTING THEREFROM ALL BUILDING AND IMPROVEMENTS AS GRANTED BY CONVEYANCE, FROM XXXX PROPERTIES CORPORATION IN FAVOR OF XXXX CONSTRUCTION COMPANY, A CALIFORNIA PARTNERSHIP, DATED SEPTEMBER is dated and effective as of October 1, 1972 RECORDED DECEMBER 292001, 1972 AS INSTRUMENT NOamong BANC OF AMERICA COMMERCIAL MORTGAGE INC., as Depositor, PRUDENTIAL ASSET RESOURCES, INC. 6561("PAR"), IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTYas Master Servicer, KEYCORP REAL ESTATE CAPITAL MARKETS, INC. Existing Title Policy CC&R’sd/REA’s if applicable Existing ALTA Survey Existing Environmental Report(s) - Phase Ib/a Key Commercial Mortgage, Phase IIas Special Servicer, etc. Seismic ReportLASALLE BANK NATIONAL ASSOCIATION, if applicable As-Built Drawings (Hard copy & electronic) Architectural Drawings (Hard copy & electronic) Mechanicalas Trustee and as REMIC Administrator and ABN AMRO BANK N.V., Electrical, Plumbing, Sprinkler/Fire Protection Drawings and Specifications Certificates of Occupancy and/or Substantial Completion (shell & tenant) Warranties & Guaranties (HVAC, Roof, Elevator, Other) Governmental Permits, Notices, Reports, Citations, Compliance / Non-Compliance & Correspondence Documents from any Governmental authority pertaining to the property Annual Inspection Reports (elevator, HVAC, roof, fire pump, sprinkler) for last 24 months Recent Inspection Reports (fire department, building inspections, zoning, if applicable) Leases, Amendments & Subleases Rent Commencement Letters Tenant Correspondence Summary of any Proposed Leases List of Personal Property Tenant Financial Statements Tenant Contact List Detailed Rent Roll (including expiration summary, security deposits, options, etcas Fiscal Agent.) Historical Operating Statements (24 months) General and/or Tenant Ledgers (2007, 2008, 2009 & YTD) Aged Receivables/Delinquency Report Annual Expense Reconciliation (current and prior year) Year-end Trial Balance Summary of Capital Expenditures and Major Repairs for last 24 months Current Year Tax Valuation Tax Bills (previous two years) History of Tax Protests, if any (including original and final valuations) Pending Tax Protests, if any Seller’s Issuance of Insurance Claims or Letter Stating None Tenant Insurance Certificates (the “Tenant”) hereby certifies to THE REALTY ASSOCIATES FUND V, L.P., a Delaware limited partnership (the “Owner”) and ITT ACQUISITIONS LLC, a Delaware limited liability company, its and successors or assigns (“Purchaser”) and its Lenders (as defined below) as follows: The undersigned Tenant understands that Purchaser or its assigns intends to purchase certain real property and improvements, which includes the Premises (the “Property”). In connection with the purchase by Purchaser, Purchaser has requested that the Tenant complete this tenant certificate (the “Tenant Certificate”) with the appropriate information as it pertains to the Tenant’s lease and to agree to the requirements set forth herein. The undersigned Tenant hereby certifies to and agrees with Owner and Purchaser as to the following:

LIST OF EXHIBITS AND SCHEDULES. Exhibit A - Legal Description Definitions Exhibit B - Due Diligence Documents to be Delivered by Seller Schedules: Exhibit B-1 Initial Baseline Schedule Exhibit B-2 Railroad Easement Baseline Schedule Exhibit B-3 ROW Cost and Acquisition Baseline Schedule Exhibit B-4 Permit Baseline Schedule Exhibit B-5 Utility Baseline Schedule Exhibit B-6 NOT USED Exhibit B-7 Additional Work Options Exhibit C - Technical Requirements Exhibit D NOT USED Exhibit E NOT USED Exhibit F Forms of Guaranties: Exhibit F-1 Form of Tenant Estoppel Certificate the Guaranty (Skanska AB) Exhibit D - Permitted Exceptions Exhibit E - Lease Schedule Exhibit F - F-2 Form of Special Warranty Deed the Guaranty (Xxxxxx Infrastructure Group Inc.) Exhibit G - Form of General Assignment and Xxxx Letter of Sale Credit Exhibit H - NOT USED Exhibit I NOT USED Exhibit J NOT USED Exhibit K NOT USED Exhibit L NOT USED Exhibit M Public Funds Amount Payment Terms Exhibit N Form of Notice Letter DB Direct Agreement Exhibit O NOT USED Exhibit P Known Site Conditions Baseline Report Exhibit Q Known Pre-Existing Hazardous Substances Report Exhibit R DB Rehabilitation Plan Exhibit S Fuel Adjustment Provisions Exhibit T Turnover Plan Exhibit U NOT USED Exhibit V NOT USED Exhibit W NOT USED Exhibit X Force Account/Work Order Calculations Exhibit Y CA Insurance Requirements Exhibit Z NOT USED Exhibit AA Labor, Employment and DBE/SWaM Related Matters Exhibit BB Federal Requirements Exhibit CC Scope Document Exhibit DD Liquidated Damages: Exhibit DD-1 Liquidated Damages Related to Tenants Substantial Completion Exhibit I - Form DD-2 Liquidated Damages Related to Final Acceptance Exhibit DD-3 Liquidated Damages Related to Full or Partial Closures of Existing Project Assets Exhibit DD-4 Liquidated Damages Related to Closures of Project Assets for Correction of Non-Foreign Entity Conforming Work Exhibit EE Payment and Values Schedule Exhibit FF Project Asset Maximum Cumulative Drawdown Schedule Exhibit GG Form of DB Contractor Interim Lien and Claim Waiver Exhibit HH Form of DB Contractor Final Lien and Claim Waiver Exhibit II Form of Scope Change Order Exhibit JJ Acceptable Arbitrators Exhibit KK DB Contractor’s Key Personnel Exhibit LL Form of Substantial Completion Certificate Exhibit J - MM Form of Audit Inquiry Letter Final Acceptance Certificate Exhibit K - List of Contracts Exhibit L - List of Leasing Commission Agreements THAT PORTION OF LOT 3 OF THE X. XXXXXX TRACT, IN THE RANCHO SAN ANTONIO, IN THE CITY OF XXXX GARDENS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 7 PAGE 249 OF DEEDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID LOT, SOUTH 82 3/4 DEGREES EAST, TO ITS INTERSECTION WITH THE WESTERLY LINE OF EASTERN AVENUE, AS DESCRIBED IN THE FINAL DECREE OF CONDEMNATION, ENTERED SEPTEMBER 15, 1937 IN LOS ANGELES COUNTY SUPERIOR COURT, CASE NO. 408946, A CERTIFIED COPY THEREOF WAS RECORDED SEPTEMBER 15, 1937 IN BOOK 15179 PAGE 171 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG SAID EASTERN AVENUE TO ITS INTERSECTION WITH THE NORTHERLY LINE OF THE RIGHT OF WAY OF THE ANAHEIM AND SANTA XXX XXXXXX OF THE SOUTHERN PACIFIC RAILROAD; THENCE WESTERLY ALONG SAID NORTHERLY LINE ON 0 DEGREES 30 MINUTES CURVE, CONCAVE TO THE SOUTH TO THE SOUTHEAST CORNER OF THE 12 ACRE TRACT OF LAND CONVEYED TO XXXX XXXXXX, BY DEED RECORDED IN BOOK 759 PAGE 51 OF DEEDS; THENCE ALONG THE EASTERLY LINE OF SAID XXX 00 XXXX XXXXX, XXXXX 00° 00 MINUTES EAST 7.42 CHAINS TO THE NORTHEAST CORNER THEREOF, BEING A POINT DISTANT SOUTHERLY 20 FEET, MEASURED AT RIGHT ANGLES, FROM THE NORTHERLY LINE OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID 12 ACRE TRACT AND PARALLEL WITH THE NORTHERLY LINE OF SAID LOT, NORTH 81 DEGREES 45 MINUTES WEST 13.60 CHAINS TO THE XXXXXXXXX XXXXXX XX XXXX 00 XXXX XXXXX AND THE EASTERLY LINE OF THE COMPTON AND JABONERIA ROAD JOINING SAID LOT 3 ON THE WEST; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID ROAD TO BEGINNING. EXCEPT ANY PORTION OF SAID LAND WITHIN THE LINES OF XXXXX STREET, SIXTY FEET WIDE. ALSO EXCEPT TO GRANTOR ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND BELOW A DEPTH OF 500 FEET WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED BY ATLANTIC RICHFIELD COMPANY, FORMERLY THE ATLANTIC REFINING COMPANY, SUCCESSOR BY MERGER TO RICHFIELD OIL COMPANY IN DEED RECORDED JUNE 5, 1970 AS INSTRUMENT NO. 96, EXCEPTING THEREFROM ALL BUILDING AND IMPROVEMENTS AS GRANTED BY CONVEYANCE, FROM XXXX PROPERTIES CORPORATION IN FAVOR OF XXXX CONSTRUCTION COMPANY, A CALIFORNIA PARTNERSHIP, DATED SEPTEMBER 1, 1972 RECORDED DECEMBER 29, 1972 AS INSTRUMENT NO. 6561, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY. Existing Title Policy CC&R’s/REA’s if applicable Existing ALTA Survey Existing Environmental Report(s) - Phase I, Phase II, etc. Seismic Report, if applicable As-Built Drawings (Hard copy & electronic) Architectural Drawings (Hard copy & electronic) Mechanical, Electrical, Plumbing, Sprinkler/Fire Protection Drawings and Specifications Certificates of Occupancy and/or Substantial Completion (shell & tenant) Warranties & Guaranties (HVAC, Roof, Elevator, Other) Governmental Permits, Notices, Reports, Citations, Compliance / Non-Compliance & Correspondence Documents from any Governmental authority pertaining to the property Annual Inspection Reports (elevator, HVAC, roof, fire pump, sprinkler) for last 24 months Recent Inspection Reports (fire department, building inspections, zoning, if applicable) Leases, Amendments & Subleases Rent Commencement Letters Tenant Correspondence Summary of any Proposed Leases List of Personal Property Tenant Financial Statements Tenant Contact List Detailed Rent Roll (including expiration summary, security deposits, options, etc.) Historical Operating Statements (24 months) General and/or Tenant Ledgers (2007, 2008, 2009 & YTD) Aged Receivables/Delinquency Report Annual Expense Reconciliation (current and prior year) Year-end Trial Balance Summary of Capital Expenditures and Major Repairs for last 24 months Current Year Tax Valuation Tax Bills (previous two years) History of Tax Protests, if any (including original and final valuations) Pending Tax Protests, if any Seller’s Issuance of Insurance Claims or Letter Stating None Tenant Insurance Certificates (the “Tenant”) hereby certifies to THE REALTY ASSOCIATES FUND V, L.P., a Delaware limited partnership (the “Owner”) and ITT ACQUISITIONS LLC, a Delaware limited liability company, its and successors or assigns (“Purchaser”) and its Lenders (as defined below) as follows: The undersigned Tenant understands that Purchaser or its assigns intends to purchase certain real property and improvements, which includes the Premises (the “Property”). In connection with the purchase by Purchaser, Purchaser has requested that the Tenant complete this tenant certificate (the “Tenant Certificate”) with the appropriate information as it pertains to the Tenant’s lease and to agree to the requirements set forth herein. The undersigned Tenant hereby certifies to and agrees with Owner and Purchaser as to the following:NN Ethical Standards

LIST OF EXHIBITS AND SCHEDULES. Exhibit A - Legal Description Definitions Exhibit B - Due Diligence Documents to be Delivered by Seller Schedules and Early Work Exhibit B-1 Initial Baseline Schedule Exhibit B-2 Railroad Easement Baseline Schedule Exhibit B-3 ROW Cost and Acquisition Baseline Schedule Exhibit B-4 Permit Baseline Schedule Exhibit B-5 Utility Baseline Schedule Exhibit B-6 Scope of Early Work Exhibit C - Technical Requirements Exhibit D Escrow Agreement Exhibit E Design-Build Contract Exhibit F Design-Build Work Guarantee Exhibit G Form of Tenant Estoppel Certificate Design-Build Letter of Credit Exhibit D - Permitted Exceptions H Assigned Gross Revenues and Refinancing Gain Share Calculation Exhibit E - Lease I Form of Electronic Toll Collection Agreement Exhibit J Toll Rate Schedule Exhibit F - K Form of Special Warranty Deed Violations Processing Services Agreement Exhibit G - L Cooperative Agreement Exhibit M Public Funds Amount Payment Terms Exhibit N Form of General Assignment and Xxxx of Sale Direct Agreement Exhibit H - Form of Notice Letter to Tenants O Baseline Asset Condition Report Exhibit I - Form of NonP Known Site Conditions Baseline Report Exhibit Q Known Pre-Foreign Entity Certificate Existing Hazardous Substances Report Exhibit J - Form of Audit Inquiry Letter R Rehabilitation Plan Exhibit K - List of Contracts S Fuel Adjustment Provisions Exhibit L - List of Leasing Commission Agreements THAT PORTION OF LOT 3 OF THE X. XXXXXX TRACT, IN THE RANCHO SAN ANTONIO, IN THE CITY OF XXXX GARDENS, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 7 PAGE 249 OF DEEDS, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID LOT, SOUTH 82 3/4 DEGREES EAST, TO ITS INTERSECTION WITH THE WESTERLY LINE OF EASTERN AVENUE, AS DESCRIBED IN THE FINAL DECREE OF CONDEMNATION, ENTERED SEPTEMBER 15, 1937 IN LOS ANGELES COUNTY SUPERIOR COURT, CASE NO. 408946, A CERTIFIED COPY THEREOF WAS RECORDED SEPTEMBER 15, 1937 IN BOOK 15179 PAGE 171 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG SAID EASTERN AVENUE TO ITS INTERSECTION WITH THE NORTHERLY LINE OF THE RIGHT OF WAY OF THE ANAHEIM AND SANTA XXX XXXXXX OF THE SOUTHERN PACIFIC RAILROAD; THENCE WESTERLY ALONG SAID NORTHERLY LINE ON 0 DEGREES 30 MINUTES CURVE, CONCAVE TO THE SOUTH TO THE SOUTHEAST CORNER OF THE 12 ACRE TRACT OF LAND CONVEYED TO XXXX XXXXXX, BY DEED RECORDED IN BOOK 759 PAGE 51 OF DEEDS; THENCE ALONG THE EASTERLY LINE OF SAID XXX 00 XXXX XXXXX, XXXXX 00° 00 MINUTES EAST 7.42 CHAINS TO THE NORTHEAST CORNER THEREOF, BEING A POINT DISTANT SOUTHERLY 20 FEET, MEASURED AT RIGHT ANGLES, FROM THE NORTHERLY LINE OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID 12 ACRE TRACT AND PARALLEL WITH THE NORTHERLY LINE OF SAID LOT, NORTH 81 DEGREES 45 MINUTES WEST 13.60 CHAINS TO THE XXXXXXXXX XXXXXX XX XXXX 00 XXXX XXXXX AND THE EASTERLY LINE OF THE COMPTON AND JABONERIA ROAD JOINING SAID LOT 3 ON THE WEST; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID ROAD TO BEGINNING. EXCEPT ANY PORTION OF SAID LAND WITHIN THE LINES OF XXXXX STREET, SIXTY FEET WIDE. ALSO EXCEPT TO GRANTOR ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND BELOW A DEPTH OF 500 FEET WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED BY ATLANTIC RICHFIELD COMPANY, FORMERLY THE ATLANTIC REFINING COMPANY, SUCCESSOR BY MERGER TO RICHFIELD OIL COMPANY IN DEED RECORDED JUNE 5, 1970 AS INSTRUMENT NO. 96, EXCEPTING THEREFROM ALL BUILDING AND IMPROVEMENTS AS GRANTED BY CONVEYANCE, FROM XXXX PROPERTIES CORPORATION IN FAVOR OF XXXX CONSTRUCTION COMPANY, A CALIFORNIA PARTNERSHIP, DATED SEPTEMBER 1, 1972 RECORDED DECEMBER 29, 1972 AS INSTRUMENT NO. 6561, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY. Existing Title Policy CC&R’s/REA’s if applicable Existing ALTA Survey Existing Environmental Report(s) - Phase I, Phase II, etc. Seismic Report, if applicable As-Built Drawings (Hard copy & electronic) Architectural Drawings (Hard copy & electronic) Mechanical, Electrical, Plumbing, Sprinkler/Fire Protection Drawings and Specifications Certificates of Occupancy and/or Substantial Completion (shell & tenant) Warranties & Guaranties (HVAC, Roof, Elevator, Other) Governmental Permits, Notices, Reports, Citations, Compliance / T Turnover Plan Exhibit U Base Case Structural Assets Major Maintenance Plan Exhibit V Base Case Structural Assets Monitoring Plan Exhibit W Non-Compliance & Correspondence Documents from any Governmental authority pertaining to Points Table Exhibit X Force Account Provisions Exhibit Y Insurance Requirements Exhibit Z Dispute Resolution Provisions Exhibit AA Labor, Employment and DBE/SWaM Related Matters Exhibit BB Federal Requirements This COMPREHENSIVE AGREEMENT RELATING TO THE DOWNTOWN TUNNEL/MIDTOWN TUNNEL/XXXXXX XXXXXX XXXX FREEWAY EXTENSION PROJECT (this “Agreement”) is made and entered into as of December 5, 2011 by and between the property Annual Inspection Reports (elevator, HVAC, roof, fire pump, sprinkler) for last 24 months Recent Inspection Reports (fire department, building inspections, zoning, if applicable) Leases, Amendments & Subleases Rent Commencement Letters Tenant Correspondence Summary of any Proposed Leases List of Personal Property Tenant Financial Statements Tenant Contact List Detailed Rent Roll (including expiration summary, security deposits, options, etc.) Historical Operating Statements (24 months) General and/or Tenant Ledgers (2007, 2008, 2009 & YTD) Aged Receivables/Delinquency Report Annual Expense Reconciliation (current and prior year) Year-end Trial Balance Summary of Capital Expenditures and Major Repairs for last 24 months Current Year Tax Valuation Tax Bills (previous two years) History of Tax Protests, if any (including original and final valuations) Pending Tax Protests, if any Seller’s Issuance of Insurance Claims or Letter Stating None Tenant Insurance Certificates VIRGINIA DEPARTMENT OF TRANSPORTATION (the “TenantDepartment”) hereby certifies to THE REALTY ASSOCIATES FUND V), L.P., a Delaware limited partnership an agency of the Commonwealth of Virginia (the “OwnerState”) ), the address of which Department is 0000 Xxxx Xxxxx Xxxxxx, Xxxxxxxx, Xxxxxxxx 00000; and ITT ACQUISITIONS XXXXXXXXX RIVER CROSSINGS OPCO LLC, a Delaware limited liability company, its and successors or assigns (“Purchaser”) and its Lenders (as defined below) as follows: The undersigned Tenant understands that Purchaser or its assigns intends to purchase certain real property and improvements, which includes the Premises company (the “PropertyConcessionaire”). In connection with , the purchase by Purchaseraddress of which is 00 Xxxxx Xxxxxx Xxxxx, Purchaser has requested that the Tenant complete this tenant certificate (the “Tenant Certificate”) with the appropriate information as it pertains to the Tenant’s lease and to agree to the requirements set forth herein. The undersigned Tenant hereby certifies to and agrees with Owner and Purchaser as to the following:Xxxxx 000, Xxxxxxxxxx, Xxxxxxxx 00000.

LIST OF EXHIBITS AND SCHEDULES. Exhibit A - Legal Description Exhibit B - Due Diligence Documents to be Delivered by Seller Exhibit C - EXHIBIT A-1 Form of Tenant Estoppel Class A Certificate Exhibit D - Permitted Exceptions Exhibit E - Lease Schedule Exhibit F - EXHIBIT A-2 Form of Special Warranty Deed Exhibit G - Class B Certificate EXHIBIT A-3 Form of General Assignment Class C Certificate [EXHIBIT A-4 Form of Class X Certificate] EXHIBIT A-5 Form of Class R-I Certificate EXHIBIT A-6 Form of Class R-II Certificate EXHIBIT B Form of Investment Representation Letter EXHIBIT C-1 Form of Transfer Affidavit and Xxxx Agreement Pursuant to Section 5.02(d)(i)(B) EXHIBIT C-2 Form of Sale Exhibit Transferor Certificate Pursuant to Section 5.02(d)(i)(D) EXHIBIT D Form of Request for Release EXHIBIT E Form of ERISA Representation Letter EXHIBIT F Form of Custodial Certification EXHIBIT G Form of Trustee Distribution Date Statement EXHIBIT H - Form of Request for Review EXHIBIT I Form of Notice Letter to Tenants Exhibit I - Regarding Purchase Option Exercise EXHIBIT J Form of Non-Foreign Entity Certificate Exhibit J - Notice and Certification Regarding Defeasance of a Mortgage Loan EXHIBIT K Form of Audit Inquiry Letter Exhibit Certification to be Provided with Form 10-K - List EXHIBIT L Form of Contracts Exhibit L - List Certification to be Provided to Depositor EXHIBIT M Form of Leasing Commission Regulation S Certificate EXHIBIT N Form of Transfer Certificate for Exchange or Transfer from Domestic Global Certificate to Regulation S Global Certificate During the Restricted Period EXHIBIT O Form of Transfer Certificate for Exchange or Transfer from Domestic Global Certificate to Regulation S Global Certificate During the Restricted Period EXHIBIT P Form of Transfer Certificate for Exchange or Transfer from Regulation S Global Certificate to Domestic Global Certificate SCHEDULE I Mortgage Loan Schedule SCHEDULE II Sub-Servicing Agreements THAT PORTION in Effect as of the Closing Date SCHEDULE III Schedule of Exceptions under Section 2.02(a) SCHEDULE IV [RESERVED] SCHEDULE V Mortgage Loans that Initially Pay Interest Only SCHEDULE VI Mortgage Loans Containing Additional Debt SCHEDULE VII Schedule of Controlling Holders SCHEDULE VIII Servicing Criteria to be Addressed in Assessment of Compliance SCHEDULE IX Additional Form 10-D Disclosure SCHEDULE X Additional Form 10-K Disclosure SCHEDULE XI Form 8-K Disclosure Information SCHEDULE XII Form of Additional Disclosure Notification This Pooling and Servicing Agreement (this "Agreement"), dated and effective as of [______________], 20[__], is by and among BANC OF LOT 3 AMERICA COMMERCIAL MORTGAGE INC., as Depositor, BANK OF THE X. XXXXXX TRACTAMERICA, IN THE RANCHO SAN ANTONIONATIONAL ASSOCIATION, IN THE CITY OF XXXX GARDENSas Master Servicer, COUNTY OF LOS ANGELES[______________], STATE OF CALIFORNIAas Special Servicer, AS PER MAP RECORDED IN BOOK 7 PAGE 249 OF DEEDSand [______________], DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHWEST CORNER OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID LOT, SOUTH 82 3/4 DEGREES EAST, TO ITS INTERSECTION WITH THE WESTERLY LINE OF EASTERN AVENUE, AS DESCRIBED IN THE FINAL DECREE OF CONDEMNATION, ENTERED SEPTEMBER 15, 1937 IN LOS ANGELES COUNTY SUPERIOR COURT, CASE NO. 408946, A CERTIFIED COPY THEREOF WAS RECORDED SEPTEMBER 15, 1937 IN BOOK 15179 PAGE 171 OF OFFICIAL RECORDS OF SAID COUNTY; THENCE SOUTHERLY ALONG SAID EASTERN AVENUE TO ITS INTERSECTION WITH THE NORTHERLY LINE OF THE RIGHT OF WAY OF THE ANAHEIM AND SANTA XXX XXXXXX OF THE SOUTHERN PACIFIC RAILROAD; THENCE WESTERLY ALONG SAID NORTHERLY LINE ON 0 DEGREES 30 MINUTES CURVE, CONCAVE TO THE SOUTH TO THE SOUTHEAST CORNER OF THE 12 ACRE TRACT OF LAND CONVEYED TO XXXX XXXXXX, BY DEED RECORDED IN BOOK 759 PAGE 51 OF DEEDS; THENCE ALONG THE EASTERLY LINE OF SAID XXX 00 XXXX XXXXX, XXXXX 00° 00 MINUTES EAST 7.42 CHAINS TO THE NORTHEAST CORNER THEREOF, BEING A POINT DISTANT SOUTHERLY 20 FEET, MEASURED AT RIGHT ANGLES, FROM THE NORTHERLY LINE OF SAID LOT 3; THENCE ALONG THE NORTHERLY LINE OF SAID 12 ACRE TRACT AND PARALLEL WITH THE NORTHERLY LINE OF SAID LOT, NORTH 81 DEGREES 45 MINUTES WEST 13.60 CHAINS TO THE XXXXXXXXX XXXXXX XX XXXX 00 XXXX XXXXX AND THE EASTERLY LINE OF THE COMPTON AND JABONERIA ROAD JOINING SAID LOT 3 ON THE WEST; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID ROAD TO BEGINNING. EXCEPT ANY PORTION OF SAID LAND WITHIN THE LINES OF XXXXX STREET, SIXTY FEET WIDE. ALSO EXCEPT TO GRANTOR ALL OIL, GAS, MINERALS AND OTHER HYDROCARBON SUBSTANCES IN AND UNDER SAID LAND BELOW A DEPTH OF 500 FEET WITHOUT THE RIGHT OF SURFACE ENTRY, AS RESERVED BY ATLANTIC RICHFIELD COMPANY, FORMERLY THE ATLANTIC REFINING COMPANY, SUCCESSOR BY MERGER TO RICHFIELD OIL COMPANY IN DEED RECORDED JUNE 5, 1970 AS INSTRUMENT NO. 96, EXCEPTING THEREFROM ALL BUILDING AND IMPROVEMENTS AS GRANTED BY CONVEYANCE, FROM XXXX PROPERTIES CORPORATION IN FAVOR OF XXXX CONSTRUCTION COMPANY, A CALIFORNIA PARTNERSHIP, DATED SEPTEMBER 1, 1972 RECORDED DECEMBER 29, 1972 AS INSTRUMENT NO. 6561, IN THE OFFICE OF THE COUNTY RECORDER OF LOS ANGELES COUNTY. Existing Title Policy CC&R’s/REA’s if applicable Existing ALTA Survey Existing Environmental Report(s) - Phase I, Phase II, etc. Seismic Report, if applicable As-Built Drawings (Hard copy & electronic) Architectural Drawings (Hard copy & electronic) Mechanical, Electrical, Plumbing, Sprinkler/Fire Protection Drawings as Trustee and Specifications Certificates of Occupancy and/or Substantial Completion (shell & tenant) Warranties & Guaranties (HVAC, Roof, Elevator, Other) Governmental Permits, Notices, Reports, Citations, Compliance / Non-Compliance & Correspondence Documents from any Governmental authority pertaining to the property Annual Inspection Reports (elevator, HVAC, roof, fire pump, sprinkler) for last 24 months Recent Inspection Reports (fire department, building inspections, zoning, if applicable) Leases, Amendments & Subleases Rent Commencement Letters Tenant Correspondence Summary of any Proposed Leases List of Personal Property Tenant Financial Statements Tenant Contact List Detailed Rent Roll (including expiration summary, security deposits, options, etcas REMIC Administrator.) Historical Operating Statements (24 months) General and/or Tenant Ledgers (2007, 2008, 2009 & YTD) Aged Receivables/Delinquency Report Annual Expense Reconciliation (current and prior year) Year-end Trial Balance Summary of Capital Expenditures and Major Repairs for last 24 months Current Year Tax Valuation Tax Bills (previous two years) History of Tax Protests, if any (including original and final valuations) Pending Tax Protests, if any Seller’s Issuance of Insurance Claims or Letter Stating None Tenant Insurance Certificates (the “Tenant”) hereby certifies to THE REALTY ASSOCIATES FUND V, L.P., a Delaware limited partnership (the “Owner”) and ITT ACQUISITIONS LLC, a Delaware limited liability company, its and successors or assigns (“Purchaser”) and its Lenders (as defined below) as follows: The undersigned Tenant understands that Purchaser or its assigns intends to purchase certain real property and improvements, which includes the Premises (the “Property”). In connection with the purchase by Purchaser, Purchaser has requested that the Tenant complete this tenant certificate (the “Tenant Certificate”) with the appropriate information as it pertains to the Tenant’s lease and to agree to the requirements set forth herein. The undersigned Tenant hereby certifies to and agrees with Owner and Purchaser as to the following: