Common use of Other Representations and Warranties Clause in Contracts

Other Representations and Warranties. Grantor represents and warrants to Grantee as follows: (a) Grantor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware. Grantor is duly authorized to transact business in and is in good standing under the laws of the State of Georgia; (b) The execution, delivery and performance by Grantor of the Loan Documents are within Grantor’s power and authority and have been duly authorized by all necessary action; (c) This Deed to Secure Debt is, and each other Loan Document to which Grantor is a party will, when delivered hereunder, be valid and binding obligations of Grantor enforceable against Grantor in accordance with their respective terms, except as limited by equitable principles and bankruptcy, insolvency and similar laws affecting creditors’ rights; (d) The execution, delivery and performance by Grantor of the Loan Documents will not contravene any contractual or other restriction binding on or affecting Grantor and will not result in or require the creation of any lien, security interest, other charge or encumbrance (other than pursuant hereto) upon or with respect to any of its properties; (e) The execution, delivery and performance by Grantor of the Loan Documents does not contravene any applicable law; (f) No authorization, approval, consent or other action by, and no notice to or filing with, any court, governmental authority or regulatory body is required for the due execution, delivery and performance by Grantor of any of the Loan Documents or the effectiveness of any assignment of any of Grantor’s rights and interests of any kind to Grantee; (g) No part of the Property, Chattels, or Intangible Personalty is in the hands of a receiver, no application for a receiver is pending with respect to any portion of the Property, Chattels, or Intangible Personalty, and no part of the Property, Chattels, or Intangible Personalty is subject to any foreclosure or similar proceeding; (h) Grantor has not made any assignment for the benefit of creditors, nor has Grantor filed, or had filed against it, any petition in bankruptcy; (i) There is no pending or, to the best of Grantor’s knowledge, threatened, litigation, action, proceeding or investigation, including, without limitation, any condemnation proceeding, against Grantor or the Property before any court, governmental or quasi-governmental, arbitrator or other authority; (j) Grantor is a “non-foreign person” within the meaning of Sections 1445 and 7701 of the United States Internal Revenue Code of 1986, as amended, and the regulations issued thereunder; (k) Except as otherwise disclosed by the survey made available by Grantor to Grantee, access to and egress from the Property are available and provided by public streets, and Grantor has no knowledge of any federal, state, county, municipal or other governmental plans to change the highway or road system in the vicinity of the Property or to restrict or change access from any such highway or road to the Property; (l) All public utility services necessary for the operation of all improvements constituting part of the Property for their intended purposes are available at the boundaries of the land constituting part of the Property, including water supply, storm and sanitary sewer facilities, and natural gas, electric, telephone and cable television facilities; (m) Except as otherwise disclosed to Grantee in writing prior to the date hereof, and to the best of Grantor’s knowledge, the Property is located in a zoning district that permits the development, use and operation of the Property as it is currently operated as a permitted, and not as a non-conforming use. Except as otherwise disclosed to Grantee in writing prior to the date hereof, and to the best of Grantor’s knowledge, the Property complies in all respects with all zoning ordinances, regulations, requirements, conditions and restrictions, including but not limited to deed restrictions and restrictive covenants, applicable to the Property; (n) Except as otherwise disclosed to Grantee in writing prior to the date hereof, and to the best of Grantor’s knowledge, there are no special or other assessments for public improvements or otherwise now affecting the Property, nor does Grantor know of any pending or threatened special assessments affecting the Property or any contemplated improvements affecting the Property that may result in special assessments. There are no tax abatements or exceptions affecting the Property; (o) Grantor has filed all tax returns it is required to have filed, and has paid all taxes as shown on such returns or on any assessment received pertaining to the Property; (p) Grantor has not received any notice from any governmental body having jurisdiction over the Property as to any violation of any applicable law, or any notice from any insurance company or inspection or rating bureau setting forth any requirements as a condition to the continuation of any insurance coverage on or with respect to the Property or the continuation thereof at premium rates existing at present which have not been remedied or satisfied; (q) Grantor is not in default, in any manner which would adversely affect its properties, assets, operations or condition (financial or otherwise), in the performance, observance or fulfillment of any of the obligations, covenants or conditions set forth in any agreement or instrument to which it is a party or by which it or any of its properties, assets or revenues are bound; (r) Except as set forth in the Lease Certificate, there are no occupancy rights (written or oral), Leases or tenancies presently affecting any part of the Property. The Lease Certificate contains a true and correct description of all Leases presently affecting the Property. No written or oral agreements or understandings exist between Grantor and the tenants under the Leases described in the Lease Certificate that grant such tenants any rights greater than those described in the Lease Certificate or that are in any way inconsistent with the rights described in the Lease Certificate; (s) There are no options, purchase contracts or other similar agreements of any type (written or oral) presently affecting any part of the Property; (t) Except as otherwise disclosed to Grantee in writing prior to the date hereof, there exists no brokerage agreement with respect to any part of the Property; (u) Except as otherwise disclosed to Grantee in writing prior to the date hereof, (i) there are no contracts presently affecting the Property (“Contracts”) having a term in excess of one hundred eighty (180) days or not terminable by Grantor (without penalty) on thirty (30) days’ notice; (ii) Grantor has heretofore delivered to Grantee true and correct copies of each of the Contracts together with all amendments thereto; (iii) Grantor is not in default of any obligations under any of the Contracts; and (iv) the Contracts represent the complete agreement between Grantor and such other parties as to the services to be performed or materials to be provided thereunder and the compensation to be paid for such services or materials, as applicable, and except as otherwise disclosed herein, such other parties possess no unsatisfied claims against Grantor. Grantor is not in default under any of the Contracts and no event has occurred which, with the passing of time or the giving of notice, or both, would constitute a default under any of the Contracts; (v) To the best of Grantor’s knowledge, Grantor has obtained all Permits necessary for the operation, use, ownership, development, occupancy and maintenance of the Property as an office complex, as it is currently being operated. To the best of Grantor’s knowledge, none of the Permits has been suspended or revoked, and all of the Permits are in full force and effect, are fully paid for, and Grantor has made or will make application for renewals of any of the Permits prior to the expiration thereof; (w) All insurance policies held by Grantor relating to or affecting the Property are in full force and effect and shall remain in full force and effect until all Secured Obligations are satisfied. Grantor has not received any notice of default or notice terminating or threatening to terminate any such insurance policies. Grantor has made or will make application for renewals of any of such insurance policies prior to the expiration thereof; (x) Grantor either currently complies with or is not subject to ERISA. Neither the making of the Loan nor the exercise by Grantee of any of its rights under the Loan Documents constitutes or will constitute a non-exempt, prohibited transaction under ERISA; (y) Grantor’s exact legal name is correctly set out in the introductory paragraph of this Deed to Secure Debt. Grantor’s organizational identification number is correctly set forth in the definition of “Grantor” set forth in Article 1 hereof. Grantor’s location (as such term is used in Section 5.8 hereof) is the State of Delaware; (z) to the best of Grantor’s knowledge, except as disclosed in the Environmental Assessment, Hazardous Substances have not at any time been generated, used, treated or stored on, or transported to or from the Property in any quantity or manner which violates any Environmental Law; (aa) to the best of Grantor’s knowledge, except as disclosed in the Environmental Assessment, Hazardous Substances have not at any time been Released (hereinafter defined) or disposed of on the Property in any quantity or manner which violates any Environmental Law; (bb) to the best of Grantor’s knowledge, except as disclosed in the Environmental Assessment, Grantor is in compliance with all applicable Environmental Laws with respect to the Property and the requirements of any permits issued under such Environmental Laws with respect to the Property; (cc) to the best of Grantor’s knowledge, there are no past, pending or threatened Environmental Claims against Grantor or the Property; (dd) to the best of Grantor’s knowledge, except as disclosed in the Environmental Assessment, there is no condition or occurrence at the Property that could reasonably be anticipated (i) to form the basis of any Environmental Claim against Grantor or the Property, or (ii) to cause the Property to be subject to any restrictions on the ownership, occupancy, use or transferability thereof under any Environmental Law; and (ee) to the best of Grantor’s knowledge, except as disclosed in the Environmental Assessment, there are not now and never have been any underground storage tanks located on the Property.

Other Representations and Warranties. Grantor Mortgagor represents and warrants to Grantee Mortgagee as follows: (a) Grantor Mortgagor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of DelawareConnecticut. Grantor The sole Controlling Person of Mortgagor is Guarantor. Guarantor is a corporation, duly authorized to transact business in organized, validly existing and is in good standing under the laws of the State of GeorgiaDelaware; (b) The execution, delivery and performance by Grantor Mortgagor of the Loan Documents are within GrantorMortgagor’s power and authority and have been duly authorized by all necessary action; (c) This Deed to Secure Debt Mortgage is, and each other Loan Document to which Grantor Mortgagor or Guarantor is a party will, when delivered hereunder, be valid and binding obligations of Grantor Mortgagor and Guarantor enforceable against Grantor Mortgagor and Guarantor in accordance with their respective terms, except as limited by equitable principles and bankruptcy, insolvency and similar laws affecting creditors’ rights; (d) The execution, delivery and performance by Grantor Mortgagor and Guarantor of the Loan Documents will not contravene any contractual or other restriction binding on or affecting Grantor Mortgagor or any Controlling Person and will not result in or require the creation of any lien, security interest, other charge or encumbrance (other than pursuant hereto) upon or with respect to any of its properties; (e) The execution, delivery and performance by Grantor Mortgagor and Guarantor of the Loan Documents does not contravene any applicable law; (f) No authorization, approval, consent or other action by, and no notice to or filing with, any court, governmental authority or regulatory body is required for the due execution, delivery and performance by Grantor Mortgagor and Guarantor of any of the Loan Documents or the effectiveness of any assignment of any of GrantorMortgagor’s rights and interests of any kind to GranteeMortgagee; (g) No part of the Property, Chattels, or Intangible Personalty is in the hands of a receiver, no application for a receiver is pending with respect to any portion of the Property, Chattels, or Intangible Personalty, and no part of the Property, Chattels, or Intangible Personalty is subject to any foreclosure or similar proceeding; (h) Grantor Neither Mortgagor nor any Controlling Person has not made any assignment for the benefit of creditors, nor has Grantor Mortgagor or any Controlling Person filed, or had filed against it, any petition in bankruptcy; (i) There is no pending or, to the best of GrantorMortgagor’s knowledge, threatened, litigation, action, proceeding or investigation, including, without limitation, any condemnation proceeding, against Grantor Mortgagor or the Property before any court, governmental or quasi-governmental, arbitrator or other authority, and no such action against any Controlling Person which could have a material adverse effect on its financial condition; (j) Grantor Mortgagor is a “non-foreign person” within the meaning of Sections 1445 and 7701 of the United States Internal Revenue Code of 1986, as amended, and the regulations issued thereunder; (k) Except as otherwise disclosed by the survey made available by Grantor to Grantee, access Access to and egress from the Property are available and provided by public streets, and Grantor Mortgagor has no knowledge of any federal, state, county, municipal or other governmental plans to change the highway or road system in the vicinity of the Property or to restrict or change access from any such highway or road to the Property which would adversely affect the Property, access to the Property or the operation of the Property as it is currently being used; (l) All public utility services necessary for the operation of all improvements constituting part of the Property for their intended purposes are available at the boundaries of the land constituting part of the Property, including water supply, storm and sanitary sewer facilities, and natural gas, electric, electric and telephone and cable television facilities; (m) Except as otherwise disclosed to Grantee in writing prior to the date hereof, and to the best of Grantor’s knowledge, the The Property is located in a zoning district that designated I-1 (Industrial Zone), by the Town of Windsor, Connecticut. Such designation permits the development, use and operation of the Property as it is currently operated as a permitted, and not as a non-conforming use. Except as otherwise disclosed to Grantee in writing prior to the date hereof, and to the best Mortgagor’s use of Grantor’s knowledge, the Property complies and the uses of the Property permitted to tenants under Leases comply in all respects with all zoning ordinances, regulations, requirements, conditions and restrictions, including but not limited to deed restrictions and restrictive covenants, applicable to the Property; (n) Except as otherwise disclosed to Grantee in writing prior to the date hereof, and to the best of Grantor’s knowledge, there There are no special or other assessments for public improvements or otherwise now affecting the Property, nor does Grantor Mortgagor know of any pending or threatened special assessments affecting the Property or any contemplated improvements affecting the Property that may result in special assessments. There are no tax abatements or exceptions affecting the Property; (o) Grantor Mortgagor and each Controlling Person has filed all tax returns it is required to have filed, and has paid all taxes as shown on such returns or on any assessment received pertaining to the Property; (p) Grantor Mortgagor has not received any notice from any governmental body having jurisdiction over the Property as to any violation of any applicable law, or any notice from any insurance company or inspection or rating bureau setting forth any requirements as a condition to the continuation of any insurance coverage on or with respect to the Property or the continuation thereof at premium rates existing at present which have not been remedied or satisfied; (q) Grantor Neither Mortgagor nor any Controlling Person is not in default, in any manner which would adversely affect its properties, assets, operations or condition (financial or otherwise), in the performance, observance or fulfillment of any of the obligations, covenants or conditions set forth in any agreement or instrument to which it is a party or by which it or any of its properties, assets or revenues are bound; (r) Except as set forth in the Lease Certificate, there are no occupancy rights (written or oral), Leases or tenancies (other than subleases) presently affecting any part of the Property. To Mortgagor’s knowledge, there are no subleases presently affecting any part of the Property. The Lease Certificate contains a true and correct description of all Leases presently affecting the PropertyProperty (other than subleases). No written or oral agreements or understandings exist between Grantor Mortgagor and the tenants under the Leases described in the Lease Certificate that grant such tenants any rights greater than those described in the Lease Certificate or that are in any way inconsistent with the rights described in the Lease Certificate; (s) There are no purchase options, purchase contracts or other similar agreements of any type (written or oral) presently affecting any part of the Property; (t) Except as otherwise disclosed to Grantee in writing prior to the date hereof, there There exists no brokerage agreement with respect to any part of the Property, except as otherwise disclosed to Mortgagee in writing; (u) Except as otherwise disclosed to Grantee Mortgagee in writing prior to the date hereof, (i) there are no contracts presently affecting the Property (“Contracts”) having a term in excess of one hundred eighty (180) days or not terminable by Grantor Mortgagor (without penalty) on thirty (30) days’ notice; (ii) Grantor Mortgagor has heretofore delivered to Grantee Mortgagee true and correct copies of each of the Contracts together with all amendments thereto; (iii) Grantor Mortgagor is not in default of any obligations under any of the Contracts; and (iv) the Contracts represent the complete agreement between Grantor Mortgagor and such other parties as to the services to be performed or materials to be provided thereunder and the compensation to be paid for such services or materials, as applicable, and except as otherwise disclosed herein, such other parties possess no unsatisfied claims against GrantorMortgagor. Grantor Mortgagor is not in default under any of the Contracts and no event has occurred which, with the passing of time or the giving of notice, or both, would constitute a default under any of the Contracts; (v) To the best of Grantor’s knowledge, Grantor Mortgagor has obtained all Permits necessary required to be obtained by Mortgagor for the operation, use, ownership, development, occupancy and maintenance of the Property as an office complexindustrial distribution center, as it is currently being operated. To the best of Grantor’s knowledge, none None of the Permits has been suspended or revoked, and all of the Permits are in full force and effect, are fully paid for, and Grantor Mortgagor has made or will make application for renewals of any of the Permits prior to the expiration thereof; (w) All insurance policies held by Grantor Mortgagor relating to or affecting the Property are in full force and effect effect, and Mortgagor shall remain in full force and effect keep the property fully insured as required hereunder until all Secured Obligations are satisfied. Grantor Mortgagor has not received any notice of default or notice terminating or threatening to terminate any such insurance policies. Grantor Mortgagor has made or will make application for renewals of any of such insurance policies prior to the expiration thereof; (x) Grantor either Mortgagor currently complies with or is not subject to ERISA. Neither the making of the Loan and secured by this Mortgage nor the exercise by Grantee Mortgagee of any of its rights under the Loan Documents constitutes or will constitute a non-exempt, prohibited transaction under ERISA;; and (y) GrantorMortgagor’s exact legal name is correctly set out in the introductory paragraph of this Deed to Secure DebtMortgage. GrantorMortgagor’s organizational identification number is correctly set forth in the definition of “GrantorMortgagor” set forth in Article 1 hereof. GrantorMortgagor’s location (as such term is used in Section 5.8 hereof) is the State of Delaware;Connecticut. (z) to To the best of GrantorMortgagor’s knowledge, (i) no part of the Property has, at any time during the period of three (3) years immediately preceding the date hereof, been included in the “property description” of any real estate contiguous with the Property (within the meaning of §22a–452a(c) of the Connecticut General Statutes), (ii) no part of the Property is or has been an “establishment” or a “service station” under §22a–134 – et seq. – of the Connecticut General Statutes, and (iii) except as disclosed on the Environmental Assessment (as defined in the Environmental AssessmentIndemnity Agreement), Hazardous Substances have not at any time been generated, used, treated or stored on, or transported to or from no part of the Property in any quantity contains or manner which violates any Environmental Law; (aa) to the best of Grantor’s knowledge, except as disclosed in the Environmental Assessment, Hazardous Substances have not at any time been Released (hereinafter defined) or disposed of on the Property in any quantity or manner which violates any Environmental Law; (bb) to the best of Grantor’s knowledge, except as disclosed in the Environmental Assessment, Grantor is in compliance with all applicable Environmental Laws with respect to the Property and the requirements of any permits issued under such Environmental Laws with respect to the Property; (cc) to the best of Grantor’s knowledge, there are no past, pending or threatened Environmental Claims against Grantor or the Property; (dd) to the best of Grantor’s knowledge, except as disclosed in the Environmental Assessment, there is no condition or occurrence at the Property that could reasonably be anticipated (i) to form the basis of any Environmental Claim against Grantor or the Property, or (ii) to cause the Property to be subject to any restrictions on the ownership, occupancy, use or transferability thereof under any Environmental Law; and (ee) to the best of Grantor’s knowledge, except as disclosed in the Environmental Assessment, there are not now and never have been has ever contained any underground storage tanks located on or facilities (as such terms are defined in §22a–449(d) – and §22a-449(d)–101 of the PropertyRegulations of the State of Connecticut.

Other Representations and Warranties. Grantor represents and warrants to Grantee Beneficiary of the date hereof, as follows: (a) Grantor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware. Grantor is duly authorized to transact business in and is in good standing under the laws of the State of GeorgiaNorth Carolina. The sole Controlling Persons of Grantor are Guarantor, and GC Member; (b) The execution, delivery and performance by Grantor of the Loan Documents are within Grantor’s power and authority and have been duly authorized by all necessary action; (c) This Deed to Secure Debt Security Instrument is, and each other Loan Document to which Grantor or Guarantor is a party will, when delivered hereunder, be valid and binding obligations of Grantor and Guarantor enforceable against Grantor and Guarantor in accordance with their respective terms, except as limited by equitable principles and bankruptcy, insolvency and similar laws affecting creditors’ rights; (d) The execution, delivery and performance by Grantor and Guarantor of the Loan Documents will not contravene any contractual or other restriction binding on or affecting Grantor or any Controlling Person and will not result in or require the creation of any lien, security interest, other charge or encumbrance (other than pursuant heretoto the Loan Documents) upon or with respect to any of its properties; (e) The execution, delivery and performance by Grantor and Guarantor of the Loan Documents does not violate or contravene any applicable law; (f) No authorization, approval, consent or other action by, and no notice to or filing with, any court, governmental authority or regulatory body is required for the due execution, delivery and performance by Grantor and Guarantor of any of the Loan Documents or the effectiveness of any assignment of any of Grantor’s rights and interests of any kind to GranteeBeneficiary; (g) No part of the Property, Chattels, or Intangible Personalty is in the hands of a receiver, no application for a receiver is pending with respect to any portion of the Property, Chattels, or Intangible Personalty, and no part of the Property, Chattels, or Intangible Personalty is subject to any foreclosure or similar proceeding; (h) Neither Grantor nor any Controlling Person has not made any assignment for the benefit of creditors, nor has Grantor or any Controlling Person filed, or had filed against it, any petition in bankruptcy; (i) There is no pending or, to the best of Grantor’s knowledge, threatened, litigation, action, proceeding or investigation, including, without limitation, any condemnation proceeding, against Grantor Grantor, any Controlling Person or the Property before any court, governmental or quasi-governmental, arbitrator or other authority; (j) Grantor is a “non-foreign person” within the meaning of Sections 1445 and 7701 of the United States Internal Revenue Code of 1986, as amended, and the regulations issued thereunder; (k) Except as otherwise disclosed by the survey made available by Grantor to Grantee, access Access to and egress from the Property are available and provided by public streets, or valid easements appurtenant thereto and Grantor has no knowledge of any federal, state, county, municipal or other governmental plans to change the highway or road system in the vicinity of the Property or to restrict or change access from any such highway or road to the Property; (l) All public utility services necessary for the operation of all improvements constituting part of the Property for their intended purposes are available at the boundaries of the land constituting part of the Property, including water supply, storm and sanitary sewer facilities, and natural gas, electric, telephone and cable television facilities; (m) Except as otherwise disclosed to Grantee in writing prior to the date hereof, and to the best of Grantor’s knowledge, the The Property is located in a zoning district that designated “I-2 General Industrial” District by the City of Concord, North Carolina. Such designation permits the development, use and operation of the Property as it is currently operated as a permitted, and not as a non-conforming use. Except as otherwise disclosed to Grantee in writing prior to the date hereof, and to the best of Grantor’s knowledge, the The Property complies in all respects with all zoning ordinances, regulations, requirements, conditions and restrictions, including but not limited to deed restrictions and restrictive covenants, applicable to the Property; (n) Except as otherwise disclosed to Grantee in writing prior to the date hereof, and to the best of Grantor’s knowledge, there There are no special or other assessments for public improvements or otherwise now affecting the Property, nor does Grantor know of any pending or threatened special assessments affecting the Property or any contemplated improvements affecting the Property that may result in special assessments. There are no tax abatements or exceptions affecting the Property; (o) Grantor and each Controlling Person has filed all tax returns it is required to have filed, and has paid all taxes as shown on such returns or on any assessment received pertaining to the Property; (p) Grantor has not received any written notice from any governmental body having jurisdiction over any part of the Property as to any violation of any applicable law, or any notice from any insurance company or inspection or rating bureau setting forth any requirements as a condition to the continuation of any insurance coverage on or with respect to the Property or the continuation thereof at premium rates existing at present which have not been remedied or satisfied; (q) Neither Grantor nor any Controlling Person is not in default, in any manner which would adversely affect its properties, assets, operations or condition (financial or otherwise), in the performance, observance or fulfillment of any of the obligations, covenants or conditions set forth in any agreement or instrument to which it is a party or by which it or any of its properties, assets or revenues are bound; (r) Except as set forth in the Lease Certificate, there are no occupancy rights (written or oral), Leases or tenancies presently affecting any part of the Property. The Lease Certificate contains a true and correct description of all Leases presently affecting the Property. No written or oral agreements or understandings exist between Grantor and the tenants under the Leases described in the Lease Certificate that grant such tenants any rights greater than those described in the Lease Certificate or that are in any way inconsistent with the rights described in the Lease Certificate; (s) There are no optionsoptions to purchase, purchase contracts or other similar agreements of any type (written or oral) presently affecting any part of the Property; (t) Except as otherwise disclosed to Grantee in writing prior to the date hereof, there There exists no brokerage agreement with respect to the purchase of any part of the Property; (u) Except as otherwise disclosed to Grantee Beneficiary in writing prior to the date hereof, (i) there are no contracts presently affecting the Property (“Contracts”) having a term in excess of one hundred eighty (180) days or not terminable by Grantor (without penalty) on thirty (30) days’ notice; (ii) Grantor has heretofore delivered to Grantee Beneficiary true and correct copies of each of the Contracts together with all amendments thereto; (iii) Grantor is not in default of any obligations under any of the Contracts; and (iv) the Contracts represent the complete agreement between Grantor and such other parties as to the services to be performed or materials to be provided thereunder and the compensation to be paid for such services or materials, as applicable, and except as otherwise disclosed herein, such other parties possess no unsatisfied claims against Grantor. Grantor is not in default under any of the Contracts and no event has occurred which, with the passing of time or the giving of notice, or both, would constitute a default under any of the Contracts; (v) To the best of Grantor’s knowledge, Grantor has or its tenants have obtained all Permits necessary for the operation, use, ownership, development, occupancy and maintenance of the Property as an office complex, as it is currently being operated. To the best of Grantor’s knowledge, none None of the Permits has been suspended or revoked, and all of the Permits are in full force and effect, effect and are fully paid for, and Grantor has made or will make application for renewals of any of the Permits prior to the expiration thereof; (w) All insurance policies held by Grantor relating to or affecting the Property are in full force and effect and shall remain in full force and effect until all Secured Obligations are satisfied. Grantor has not received any notice of default or notice terminating or threatening to terminate any such insurance policies. Grantor has made or will make application for renewals of any of such insurance policies prior to the expiration thereof; (x) Grantor either currently complies with or is not subject to ERISA. Neither the making of the Loan nor the exercise by Grantee Beneficiary of any of its rights under the Loan Documents constitutes or will constitute a non-exempt, prohibited transaction under ERISA;; and (y) Grantor’s exact legal name is correctly set out in the introductory paragraph of this Deed to Secure DebtSecurity Instrument. Grantor’s organizational identification number Secretary of State File Number is correctly set forth in the definition of “Grantor” set forth in Article 1 hereof. Grantor’s location (as such term is used in Section 5.8 hereof) is the State of Delaware; (z) to the best of Grantor’s knowledge, except as disclosed in the Environmental Assessment, Hazardous Substances have not at any time been generated, used, treated or stored on, or transported to or from the Property in any quantity or manner which violates any Environmental Law; (aa) to the best of Grantor’s knowledge, except as disclosed in the Environmental Assessment, Hazardous Substances have not at any time been Released (hereinafter defined) or disposed of on the Property in any quantity or manner which violates any Environmental Law; (bb) to the best of Grantor’s knowledge, except as disclosed in the Environmental Assessment, Grantor is in compliance with all applicable Environmental Laws with respect to the Property and the requirements of any permits issued under such Environmental Laws with respect to the Property; (cc) to the best of Grantor’s knowledge, there are no past, pending or threatened Environmental Claims against Grantor or the Property; (dd) to the best of Grantor’s knowledge, except as disclosed in the Environmental Assessment, there is no condition or occurrence at the Property that could reasonably be anticipated (i) to form the basis of any Environmental Claim against Grantor or the Property, or (ii) to cause the Property to be subject to any restrictions on the ownership, occupancy, use or transferability thereof under any Environmental Law; and (ee) to the best of Grantor’s knowledge, except as disclosed in the Environmental Assessment, there are not now and never have been any underground storage tanks located on the Property.

Other Representations and Warranties. Grantor Trustor represents and warrants to Grantee Beneficiary as follows: (a) Grantor Trustor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware. Grantor Trustor is duly authorized to transact business in and is in good standing under the laws of the State of GeorgiaCalifornia; (b) The execution, delivery and performance by Grantor Trustor of the Loan Documents are within GrantorTrustor’s power and authority and have been duly authorized by all necessary action; (c) This Deed to Secure Debt of Trust is, and each other Loan Document to which Grantor Trustor is a party will, when delivered hereunder, be valid and binding obligations of Grantor Trustor enforceable against Grantor Trustor in accordance with their respective terms, except as limited by equitable principles and bankruptcy, insolvency and similar laws affecting creditors’ rights; (d) The execution, delivery and performance by Grantor Trustor of the Loan Documents will not contravene any contractual or other restriction binding on or affecting Grantor Trustor and will not result in or require the creation of any lien, security interest, other charge or encumbrance (other than pursuant hereto) upon or with respect to any of its properties; (e) The execution, delivery and performance by Grantor Trustor of the Loan Documents does not contravene any applicable law; (f) No authorization, approval, consent or other action by, and no notice to or filing with, any court, governmental authority or regulatory body is required for the due execution, delivery and performance by Grantor Trustor of any of the Loan Documents or the effectiveness of any assignment of any of GrantorTrustor’s rights and interests of any kind to GranteeBeneficiary; (g) No part of the Property, Chattels, or Intangible Personalty is in the hands of a receiver, no application for a receiver is pending with respect to any portion of the Property, Chattels, or Intangible Personalty, and no part of the Property, Chattels, or Intangible Personalty is subject to any foreclosure or similar proceeding; (h) Grantor Trustor has not made any assignment for the benefit of creditors, nor has Grantor Trustor filed, or had filed against it, any petition in bankruptcy; (i) There is no pending or, to the best of GrantorTrustor’s knowledge, threatened, litigation, action, proceeding or investigation, including, without limitation, any condemnation proceeding, against Grantor Trustor or the Property before any court, governmental or quasi-governmental, arbitrator or other authority; (j) Grantor Trustor is a “non-foreign person” within the meaning of Sections 1445 and 7701 of the United States Internal Revenue Code of 1986, as amended, and the regulations issued thereunder; (k) Except as otherwise disclosed by the survey made available by Grantor Trustor to GranteeBeneficiary, access to and egress from the Property are available and provided by public streets, and Grantor Trustor has no knowledge of any federal, state, county, municipal or other governmental plans to change the highway or road system in the vicinity of the Property or to restrict or change access from any such highway or road to the Property; (l) All public utility services necessary for the operation of all improvements constituting part of the Property for their intended purposes are available at the boundaries of the land constituting part of the Property, including water supply, storm and sanitary sewer facilities, and natural gas, electric, telephone and cable television facilities; (m) Except as otherwise disclosed to Grantee Beneficiary in writing prior to the date hereof, and to the best of GrantorTrustor’s knowledge, the Property is located in a zoning district that permits the development, use and operation of the Property as it is currently operated as a permitted, and not as a non-conforming use. Except as otherwise disclosed to Grantee Beneficiary in writing prior to the date hereof, and to the best of GrantorTrustor’s knowledge, the Property complies in all respects with all zoning ordinances, regulations, requirements, conditions and restrictions, including but not limited to deed restrictions and restrictive covenants, applicable to the Property; (n) Except as otherwise disclosed to Grantee Beneficiary in writing prior to the date hereof, and to the best of GrantorTrustor’s knowledge, there are no special or other assessments for public improvements or otherwise now affecting the Property, nor does Grantor Trustor know of any pending or threatened special assessments affecting the Property or any contemplated improvements affecting the Property that may result in special assessments. There are no tax abatements or exceptions affecting the Property; (o) Grantor Trustor has filed all tax returns it is required to have filed, and has paid all taxes as shown on such returns or on any assessment received pertaining to the Property; (p) Grantor Trustor has not received any notice from any governmental body having jurisdiction over the Property as to any violation of any applicable law, or any notice from any insurance company or inspection or rating bureau setting forth any requirements as a condition to the continuation of any insurance coverage on or with respect to the Property or the continuation thereof at premium rates existing at present which have not been remedied or satisfied; (q) Grantor Trustor is not in default, in any manner which would adversely affect its properties, assets, operations or condition (financial or otherwise), in the performance, observance or fulfillment of any of the obligations, covenants or conditions set forth in any agreement or instrument to which it is a party or by which it or any of its properties, assets or revenues are bound; (r) Except as set forth in the Lease Certificate, there are no occupancy rights (written or oral), Leases or tenancies presently affecting any part of the Property. The Lease Certificate contains a true and correct description of all Leases presently affecting the Property. No written or oral agreements or understandings exist between Grantor Trustor and the tenants under the Leases described in the Lease Certificate that grant such tenants any rights greater than those described in the Lease Certificate or that are in any way inconsistent with the rights described in the Lease Certificate; (s) There are no options, purchase contracts or other similar agreements of any type (written or oral) presently affecting any part of the Property; (t) Except as otherwise disclosed to Grantee Beneficiary in writing prior to the date hereof, there exists no brokerage agreement with respect to any part of the Property; (u) Except as otherwise disclosed to Grantee Beneficiary in writing prior to the date hereof, (i) there are no contracts presently affecting the Property (“Contracts”) having a term in excess of one hundred eighty (180) days or not terminable by Grantor Trustor (without penalty) on thirty (30) days’ notice; (ii) Grantor Trustor has heretofore delivered to Grantee Beneficiary true and correct copies of each of the Contracts together with all amendments thereto; (iii) Grantor Trustor is not in default of any obligations under any of the Contracts; and (iv) the Contracts represent the complete agreement between Grantor Trustor and such other parties as to the services to be performed or materials to be provided thereunder and the compensation to be paid for such services or materials, as applicable, and except as otherwise disclosed herein, such other parties possess no unsatisfied claims against GrantorTrustor. Grantor Trustor is not in default under any of the Contracts and no event has occurred which, with the passing of time or the giving of notice, or both, would constitute a default under any of the Contracts; (v) To the best of GrantorTrustor’s knowledge, Grantor Trustor has obtained all Permits necessary for the operation, use, ownership, development, occupancy and maintenance of the Property as an office complex, as it is currently being operated. To the best of GrantorTrustor’s knowledge, none of the Permits has been suspended or revoked, and all of the Permits are in full force and effect, are fully paid for, and Grantor Trustor has made or will make application for renewals of any of the Permits prior to the expiration thereof; (w) All insurance policies held by Grantor Trustor relating to or affecting the Property are in full force and effect and shall remain in full force and effect until all Secured Obligations are satisfied. Grantor Trustor has not received any notice of default or notice terminating or threatening to terminate any such insurance policies. Grantor Trustor has made or will make application for renewals of any of such insurance policies prior to the expiration thereof; (x) Grantor Trustor either currently complies with or is not subject to ERISA. Neither the making of the Loan nor the exercise by Grantee Beneficiary of any of its rights under the Loan Documents constitutes or will constitute a non-exempt, prohibited transaction under ERISA; (y) GrantorTrustor’s exact legal name is correctly set out in the introductory paragraph of this Deed to Secure Debtof Trust. GrantorTrustor’s organizational identification number is correctly set forth in the definition of “GrantorTrustor” set forth in Article 1 hereof. GrantorTrustor’s location (as such term is used in Section 5.8 hereof) is the State of Delaware; (z) to the best of GrantorTrustor’s knowledge, except as disclosed in the Environmental Assessment, Hazardous Substances have not at any time been generated, used, treated or stored on, or transported to or from the Property in any quantity or manner which violates any Environmental Law; (aa) to the best of GrantorTrustor’s knowledge, except as disclosed in the Environmental Assessment, Hazardous Substances have not at any time been Released (hereinafter defined) or disposed of on the Property in any quantity or manner which violates any Environmental Law; (bb) to the best of GrantorTrustor’s knowledge, except as disclosed in the Environmental Assessment, Grantor Trustor is in compliance with all applicable Environmental Laws with respect to the Property and the requirements of any permits issued under such Environmental Laws with respect to the Property; (cc) to the best of GrantorTrustor’s knowledge, there are no past, pending or threatened Environmental Claims against Grantor Trustor or the Property; (dd) to the best of GrantorTrustor’s knowledge, except as disclosed in the Environmental Assessment, there is no condition or occurrence at the Property that could reasonably be anticipated (i) to form the basis of any Environmental Claim against Grantor Trustor or the Property, or (ii) to cause the Property to be subject to any restrictions on the ownership, occupancy, use or transferability thereof under any Environmental Law; and (ee) to the best of GrantorTrustor’s knowledge, except as disclosed in the Environmental Assessment, there are not now and never have been any underground storage tanks located on the Property.

Other Representations and Warranties. Grantor represents and warrants to Grantee Beneficiary of the date hereof, as follows: (a) Grantor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware. Grantor is duly authorized to transact business in and is in good standing under the laws of the State of GeorgiaNorth Carolina. The sole Controlling Persons of Grantor are Guarantor, and GC Member; (b) The execution, delivery and performance by Grantor of this Security Instrument and the Loan Documents Secured Guaranty are within Grantor’s power and authority and have been duly authorized by all necessary action; (c) This Deed to Secure Debt Security Instrument is, and each other Loan Document to which Grantor is a party the Secured Guaranty will, when delivered hereunder, be valid and binding obligations of Grantor enforceable against Grantor in accordance with their respective terms, except as limited by equitable principles and bankruptcy, insolvency and similar laws affecting creditors’ rights; (d) The execution, delivery and performance by Grantor of the Loan Documents Secured Guaranty and this Security Instrument will not contravene any contractual or other restriction binding on or affecting Grantor or any Controlling Person will not constitute a default under Grantor’s operating agreement or other instrument to which Grantor is a party or by which Grantor may be bound or affected and will not result in or require the creation of any lien, security interest, other charge or encumbrance (other than pursuant hereto) upon or with respect to any of its properties; (e) The execution, delivery and performance by Grantor of the Loan Documents Secured Guaranty and this Security Instrument does not violate or contravene any applicable law; (f) No authorization, approval, consent or other action by, and no notice to or filing with, any court, governmental authority or regulatory body is required for the due execution, delivery and performance by Grantor of any of the Loan Documents Secured Guaranty and this Security Instrument or the effectiveness of any assignment of any of Grantor’s rights and interests of any kind to GranteeBeneficiary; (g) No part of the Property, Chattels, or Intangible Personalty is in the hands of a receiver, no application for a receiver is pending with respect to any portion of the Property, Chattels, or Intangible Personalty, and no part of the Property, Chattels, or Intangible Personalty is subject to any foreclosure or similar proceeding; (h) Neither Grantor nor any Controlling Person has not made any assignment for the benefit of creditors, nor has Grantor or any Controlling Person filed, or had filed against it, any petition in bankruptcy; (i) There is no pending or, to the best of Grantor’s knowledge, threatened, litigation, action, proceeding or investigation, including, without limitation, any condemnation proceeding, against Grantor Grantor, any Controlling Person or the Property before any court, governmental or quasi-governmental, arbitrator or other authority; (j) Grantor is a “non-foreign person” within the meaning of Sections 1445 and 7701 of the United States Internal Revenue Code of 1986, as amended, and the regulations issued thereunder; (k) Except as otherwise disclosed by the survey made available by Grantor to Grantee, access Access to and egress from the Property are available and provided by public streets, or valid easements appurtenant thereto and Grantor has no knowledge of any federal, state, county, municipal or other governmental plans to change the highway or road system in the vicinity of the Property or to restrict or change access from any such highway or road to the Property; (l) All public utility services necessary for the operation of all improvements constituting part of the Property for their intended purposes are available at the boundaries of the land constituting part of the Property, including water supply, storm and sanitary sewer facilities, and natural gas, electric, telephone and cable television facilities; (m) Except as otherwise disclosed to Grantee in writing prior to the date hereof, and to the best of Grantor’s knowledge, the The Property is located in a zoning district that designated “I2 General Industrial District” by the City of Concord, North Carolina. Such designation permits the development, use and operation of the Property as it is currently operated as a permitted, and not as a non-conforming use. Except as otherwise disclosed to Grantee in writing prior to the date hereof, and to the best of Grantor’s knowledge, the The Property complies in all respects with all zoning ordinances, regulations, requirements, conditions and restrictions, including but not limited to deed restrictions and restrictive covenants, applicable to the Property; (n) Except as otherwise disclosed to Grantee in writing prior to the date hereof, and to the best of Grantor’s knowledge, there There are no special or other assessments for public improvements or otherwise now affecting the Property, nor does Grantor know of any pending or threatened special assessments affecting the Property or any contemplated improvements affecting the Property that may result in special assessments. There are no tax abatements or exceptions affecting the Property; (o) Grantor and each Controlling Person has filed all tax returns it is required to have filed, and has paid all taxes as shown on such returns or on any assessment received pertaining to the Property; (p) Grantor has not received any written notice from any governmental body having jurisdiction over any part of the Property as to any violation of any applicable law, or any notice from any insurance company or inspection or rating bureau setting forth any requirements as a condition to the continuation of any insurance coverage on or with respect to the Property or the continuation thereof at premium rates existing at present which have not been remedied or satisfied; (q) Neither Grantor nor any Controlling Person is not in default, in any manner which would adversely affect its properties, assets, operations or condition (financial or otherwise), in the performance, observance or fulfillment of any of the obligations, covenants or conditions set forth in any agreement or instrument to which it is a party or by which it or any of its properties, assets or revenues are bound; (r) Except as set forth in the Lease Certificate, there are no occupancy rights (written or oral), Leases or tenancies presently affecting any part of the Property. The Lease Certificate contains a true and correct description of all Leases presently affecting the Property. No written or oral agreements or understandings exist between Grantor and the tenants under the Leases described in the Lease Certificate that grant such tenants any rights greater than those described in the Lease Certificate or that are in any way inconsistent with the rights described in the Lease Certificate; (s) There are no optionsoptions to purchase, purchase contracts or other similar agreements of any type (written or oral) presently affecting any part of the Property; (t) Except as otherwise disclosed to Grantee in writing prior to the date hereof, there There exists no brokerage agreement with respect to the purchase of any part of the Property; (u) Except as otherwise disclosed to Grantee Beneficiary in writing prior to the date hereof, (i) there are no contracts presently affecting the Property (“Contracts”) having a term in excess of one hundred eighty (180) days or not terminable by Grantor (without penalty) on thirty (30) days’ notice; (ii) Grantor has heretofore delivered to Grantee Beneficiary true and correct copies of each of the Contracts together with all amendments thereto; (iii) Grantor is not in default of any obligations under any of the Contracts; and (iv) the Contracts represent the complete agreement between Grantor and such other parties as to the services to be performed or materials to be provided thereunder and the compensation to be paid for such services or materials, as applicable, and except as otherwise disclosed herein, such other parties possess no unsatisfied claims against Grantor. Grantor is not in default under any of the Contracts and no event has occurred which, with the passing of time or the giving of notice, or both, would constitute a default under any of the Contracts; (v) To the best of Grantor’s knowledge, Grantor has or its tenants have obtained all Permits necessary for the operation, use, ownership, development, occupancy and maintenance of the Property as an office complex, as it is currently being operated. To the best of Grantor’s knowledge, none None of the Permits has been suspended or revoked, and all of the Permits are in full force and effect, effect and are fully paid for, and Grantor has made or will make application for renewals of any of the Permits prior to the expiration thereof; (w) All insurance policies held by Grantor relating to or affecting the Property are in full force and effect and shall remain in full force and effect until all Secured Obligations are satisfied. Grantor has not received any notice of default or notice terminating or threatening to terminate any such insurance policies. Grantor has made or will make application for renewals of any of such insurance policies prior to the expiration thereof; (x) Grantor either currently complies with or is not subject to ERISA. Neither the making of the Loan nor the exercise by Grantee Beneficiary of any of its rights under the Loan Documents constitutes or will constitute a non-exempt, prohibited transaction under ERISA;; and (y) Grantor’s exact legal name is correctly set out in the introductory paragraph of this Deed to Secure DebtSecurity Instrument. Grantor’s organizational identification number Secretary of State File Number is correctly set forth in the definition of “Grantor” set forth in Article 1 hereof. Grantor’s location (as such term is used in Section 5.8 hereof) is the State of Delaware; (z) to the best of Grantor’s knowledge, except as disclosed in the Environmental Assessment, Hazardous Substances have not at any time been generated, used, treated or stored on, or transported to or from the Property in any quantity or manner which violates any Environmental Law; (aa) to the best of Grantor’s knowledge, except as disclosed in the Environmental Assessment, Hazardous Substances have not at any time been Released (hereinafter defined) or disposed of on the Property in any quantity or manner which violates any Environmental Law; (bb) to the best of Grantor’s knowledge, except as disclosed in the Environmental Assessment, Grantor is in compliance with all applicable Environmental Laws with respect to the Property and the requirements of any permits issued under such Environmental Laws with respect to the Property; (cc) to the best of Grantor’s knowledge, there are no past, pending or threatened Environmental Claims against Grantor or the Property; (dd) to the best of Grantor’s knowledge, except as disclosed in the Environmental Assessment, there is no condition or occurrence at the Property that could reasonably be anticipated (i) to form the basis of any Environmental Claim against Grantor or the Property, or (ii) to cause the Property to be subject to any restrictions on the ownership, occupancy, use or transferability thereof under any Environmental Law; and (ee) to the best of Grantor’s knowledge, except as disclosed in the Environmental Assessment, there are not now and never have been any underground storage tanks located on the Property.