Common use of Other Seller's Representations Clause in Contracts

Other Seller's Representations. (a) To Seller's knowledge, except as listed in Exhibit L attached hereto and incorporated herein by this reference, or as disclosed in the due diligence information provided by Seller to Buyer during the Due Diligence Period, Seller has not been served with a complaint in any legal action which would adversely affect the Property after the Closing. (b) Exhibit L attached hereto is a true, correct and complete listing of all Contracts and as of the date of this Agreement, Seller has not entered into any service, supply, maintenance or utility contracts affecting the Property which cannot be terminated on thirty (30) days' advance written notice other than Exhibit L. (c) To Seller's knowledge, except as listed on Exhibit L attached hereto, or as disclosed in the due diligence information provided by Seller to Buyer during the Due Diligence Period, as of the Effective Date, Seller has received no written notice from a federal, state or local governmental agency that the Property is as of the date of this Agreement in violation of a law, code or ordinance. (d) As of the date of this Agreement, the only tenant of the Property is the tenant listed in Exhibit M attached hereto and incorporated herein by this reference. (e) Subject to the matters disclosed in the Statement, the Lease is in full force and effect and, to Seller's knowledge, no uncured breach or default exists on the part of the lessee thereunder, nor has any written or oral notice been received by Seller alleging any potential or alleged defaults by landlord thereunder, no rent called for under the Lease has been paid in advance of its due date and the lessee thereunder is not asserting, to Seller's knowledge, any claim of off-set or other defense in respect of its or the landlord's obligations under the Lease. (f) There are no leasing commissions due in connection with the execution of the Lease or due in connection with any renewal or extension of the Lease.

Other Seller's Representations. (a) To Seller's knowledge, except ’s knowledge (as defined in Subsection 15.3(a)): (i) Except as listed in Exhibit L I attached hereto and incorporated herein by this reference, Seller has not received any written notice of any current or as disclosed pending or, to Seller’s knowledge, threatened litigation against Seller which would, in the due diligence information provided by reasonable judgment of Seller, if determined adversely to Seller, adversely affect the Property. (ii) Seller has not entered into any lease, service, supply, maintenance, utility or other contracts affecting the Property or to Buyer during which Seller is a party and which will be binding upon Purchaser after the Due Diligence PeriodClosing other than the Contracts listed in Exhibit B-2 attached hereto. (iii) Except for defaults cured on or before the date hereof, Seller has not been served with a complaint received any written notice of default under the terms of any of the Contracts except as listed in any legal action which would adversely affect the Property after the ClosingExhibit I attached hereto. (biv) Except for violations cured or remedied on or before the date hereof and except as listed in Exhibit L I attached hereto is a truehereto, correct and complete listing of all Contracts and as of the date of this Agreement, Seller has not entered into received any service, supply, maintenance or utility contracts affecting the Property which cannot be terminated on thirty (30) days' advance written notice other than Exhibit L. (c) To Seller's knowledge, except as listed on Exhibit L attached hereto, or as disclosed in the due diligence information provided by Seller to Buyer during the Due Diligence Period, as of the Effective Date, Seller has received no written notice from a federalany governmental authority of any violation of any zoning, state building, fire, or local health code, statute, ordinance, rule or regulation applicable to Seller or the use or occupancy of the Property. (v) Seller has not received any written notice from any governmental agency that any special assessments are pending, noted or levied against the Property is as of the date of this Agreement in violation of a law, code or ordinanceProperty. (dvi) As of Seller is not a “foreign person” as defined by the date of this AgreementInternal Revenue Code, the only tenant of the Property is the tenant listed in Exhibit M attached hereto and incorporated herein by this referenceSection 1445. (evii) Subject to No attachment, execution proceedings, assignments for the matters disclosed in the Statementbenefit of creditors, the Lease is in full force and effect andinsolvency, to Seller's knowledgebankruptcy, no uncured breach or default exists on the part of the lessee thereunderreorganization, nor has any written or oral notice been received by Seller alleging any potential or alleged defaults by landlord thereunder, no rent called for under the Lease has been paid in advance of its due date and the lessee thereunder is not asserting, to Seller's knowledge, any claim of off-set or other defense in respect of its or the landlord's obligations under the Leaseproceedings are pending against Seller. (fviii) There are no leasing commissions due in connection with Seller is not currently contesting any real estate taxes or personal property taxes for the execution of the Lease or due in connection with any renewal or extension of the LeaseProperty.

Other Seller's Representations. (a) To Seller's Seller has, and will have at the time of Closing, fee simple title to the Real Property, subject to the Permitted Exceptions and to any claim by, through or under any person other than Grantor. (b) Except as set forth on Exhibit K, there is no current or pending litigation (including any bankruptcy, receivership, trusteeship or attachment proceeding) against Seller of which Seller has knowledge, except as listed in Exhibit L attached hereto is deemed to know or has received written notice and incorporated herein by this referencewhich, or as disclosed in the due diligence information provided by Seller reasonable judgment of Seller, if determined adversely to Buyer during the Due Diligence PeriodSeller, Seller has not been served with a complaint in any legal action which would materially adversely affect the Property on the Seller’s ability or obligation to close the Transaction as contemplated herein. (c) As of the date of this Agreement, except for (A) contracts, subcontracts and agreements set forth on Exhibit B (collectively, the “Contracts”), (B) leases with tenants of the Property as set forth on Exhibit L, and (C) matters, agreements and instruments of record, there exist no contracts, subcontracts or agreements affecting the Property that will be binding upon Buyer after the Closing. (bd) Except as disclosed on Exhibit K, Seller has no knowledge of any default on its part, or any failure or act which, with the giving of notice or the passing of time, would become a default, and Seller has not received any written notice of default from any parties to the Leases or Contracts which has not been cured by Seller. (e) As of the date of this Agreement, the only tenants under leases or other occupancy agreements at the Property are the tenants disclosed on the Rent Roll attached as Exhibit L and the Rent Roll attached hereto as Exhibit L is a true, correct complete and complete listing accurate in all material respects to the best of all Contracts and Seller’s knowledge. (f) Except as disclosed on Exhibit K, as of the date of this Agreement, Seller has not entered into received any service, supply, maintenance or utility contracts affecting the Property which cannot be terminated on thirty (30) days' advance written notice from any governmental authority with respect to, nor does Seller have any knowledge of, the violation of any zoning law, ordinance rule, regulation or binding elements, or any other than Exhibit L.laws applicable to Seller or the Property. (cg) Seller has received no written notice of, nor does Seller have knowledge of any pending, threatened or contemplated action by any governmental or quasi-governmental authority or agency having the power of eminent domain which might result in any portion of the Property, or any interest therein, being taken by condemnation or in lieu thereof. (h) To Seller's ’s knowledge, except as listed on Exhibit L attached heretono public improvements, in the nature of sewer lines, sidewalks, road extensions and the like, have been ordered to be made to the Property, which have not, prior to the date hereof, been completed, assessed, or paid for. (i) Except as may be disclosed in the due diligence information any environmental report provided by Seller to Buyer Purchaser or obtained by Purchaser during the Due Diligence Period, to the knowledge of Seller, the Property has not, prior to or during the term of Seller’s ownership, been the site of any activity that violated any environmental law or regulation of any governmental body or agency having jurisdiction over the Property. Specifically, but without limitation, except as may be disclosed in any environmental report provided by Seller to Purchaser or obtained by Purchaser during the Due Diligence Period, to the knowledge of Seller, (1) Hazardous Materials (as defined below) have not been handled or stored on the Property by or with the consent of the Effective DateSeller in violation of Environmental Law (as defined below), Seller has received (2) there is no written notice on-site contamination resulting from activities on the Property, and (3) the Property contains no Hazardous Materials which are present in quantities that constitute a violation of Environmental Laws. As used herein, “Environmental Laws” means all federal, state or and local governmental agency that laws, ordinances, rules, and regulations which relate to environment, health and safety and which are applicable to the Property is as of the date of this Agreement in violation of a law, code or ordinanceProperty. (dj) As of the date of this AgreementTo Seller’s knowledge, the only tenant no assessments have been made against any portion of the Property is the tenant listed which are unpaid (excepting ad valorem taxes and utility bills not yet due and payable), whether or not they have become liens, and Seller shall notify Buyer in Exhibit M attached hereto writing upon learning of any such assessments and incorporated herein by this referenceshall pay same, or pro-rate at Closing, as appropriate. (e) Subject to the matters disclosed in the Statement, the Lease is in full force and effect and, to Seller's knowledge, no uncured breach or default exists on the part of the lessee thereunder, nor has any written or oral notice been received by Seller alleging any potential or alleged defaults by landlord thereunder, no rent called for under the Lease has been paid in advance of its due date and the lessee thereunder is not asserting, to Seller's knowledge, any claim of off-set or other defense in respect of its or the landlord's obligations under the Lease. (f) There are no leasing commissions due in connection with the execution of the Lease or due in connection with any renewal or extension of the Lease.

Other Seller's Representations. (a) To Seller's knowledge, except : (a) Except as listed in Exhibit L K attached hereto and incorporated herein by this reference, or as disclosed in the due diligence information provided by Seller to Buyer during the Due Diligence Period, Seller has not been served with a complaint received any written notice of any current or pending litigation or proceeding (including condemnation proceedings) against Seller or the Property which would, in any legal action which would the reasonable judgment of Seller, if determined adversely to Seller or the Property, materially adversely affect the Property after the ClosingProperty. (b) Exhibit L attached hereto is a true, correct and complete listing of all Contracts and as As of the date of this Agreement, Seller has not entered into any servicecontracts, supply, maintenance subcontracts or utility contracts agreements affecting the Property which cannot will be terminated on thirty (30) days' advance written notice binding upon Buyer after the Closing other than (i) the Contracts listed in Exhibit L.B attached hereto, (ii) the Leases, and (iii) the Permitted Exceptions. (c) To Seller's knowledgeExcept for defaults cured on or before the date hereof, Seller has not received any written notice of default under the terms of any of the Contracts except as listed on in Exhibit L K attached hereto, or as disclosed in the due diligence information provided by Seller to Buyer during the Due Diligence Period, as of the Effective Date, Seller has received no written notice from a federal, state or local governmental agency that the Property is as of the date of this Agreement in violation of a law, code or ordinance. (d) As of the date of this Agreement, the only tenant tenants of the Property is are the tenant tenants listed in Exhibit M N attached hereto and incorporated herein by this reference; provided, however, that the foregoing is not intended (and shall not be construed) as a representation by Seller of the parties that are in actual possession of any portion of the Property since there may be subtenants, licensees or assignees that are in possession of portions of the Property of which Seller may not be aware. (e) Subject Except for violations cured or remedied on or before the date hereof and except as listed in Exhibit K attached hereto, as of the date of this Agreement, Seller has not received any written notice from any governmental authority of any violation of any zoning Law applicable to the matters disclosed in the Statement, the Lease is in full force and effect and, to Seller's knowledge, no uncured breach or default exists on the part of the lessee thereunder, nor has any written or oral notice been received by Seller alleging any potential or alleged defaults by landlord thereunder, no rent called for under the Lease has been paid in advance of its due date and the lessee thereunder is not asserting, to Seller's knowledge, any claim of off-set or other defense in respect of its or the landlord's obligations under the LeaseProperty. (f) There As of the date of this Agreement, except as set forth in Exhibit B attached hereto, there are no currently effective leasing commissions due commission agreements with respect to the Property. (g) No Rents or Leases have been assigned, transferred or hypothecated by Seller (other than any liens in connection with favor of Seller's mortgage lender which will be released at the execution Closing). (h) The Personal Property to be transferred to Buyer is free and clear of liens, security interests and other encumbrances (other than any liens in favor of Seller's mortgage lender which will be released at the Lease Closing). (i) No petition has been filed by or due in connection with against Seller under the Federal Bankruptcy Code or any renewal similar state or extension of the Leasefederal Law.

Other Seller's Representations. (a) To Seller's knowledge, except Except as listed in Exhibit L Q attached hereto and incorporated herein by this reference, or as disclosed in the due diligence information provided by Seller to Buyer during the Due Diligence Period, Seller has not been served with a complaint received any written notice of litigation or administrative proceedings pending or threatened in any legal action writing against Seller or the Property (including eminent domain or similar proceedings) which would would, if determined adversely to Seller, adversely affect the Property after Property, and to Seller's knowledge (as said term is hereinafter defined) there are no eminent domain or similar proceedings pending or threatened in writing against the ClosingProperty. (b) Exhibit L attached hereto is a true, correct and complete listing of all Contracts and as of the date of this Agreement, Seller has not entered into any There are no service, supply, maintenance or utility contracts affecting the Property and imposing material obligations on Seller or the Property which cannot will be terminated on thirty (30) days' advance written notice binding upon Buyer after the Closing other than the Contracts listed in Exhibit L.B attached hereto. (c) To Seller's knowledge, Seller has not received any written notice of default under the terms of any of the Contracts which remains uncured except as listed on in Exhibit L Q attached hereto, or as disclosed in the due diligence information provided by Seller to Buyer during the Due Diligence Period, as of the Effective Date, Seller has received no written notice from a federal, state or local governmental agency that the Property is as of the date of this Agreement in violation of a law, code or ordinance. (d) As of the date of this Agreement, the The only tenant tenants of the Property is are the tenant tenants under the Leases listed in Exhibit M K-1 attached hereto and incorporated herein by this reference, as modified by any modifications listed on Exhibit K-1, and there are no other Leases (or modifications thereto) which are not reflected in Exhibit K-1. (e) Subject Except as listed in Exhibit Q attached hereto, Seller has not received any written notice from any governmental authority of any violation of any zoning, building, fire, environmental or health code, statute, ordinance, rule or regulation applicable to the matters disclosed Property which remains uncured, and to Seller's knowledge, (i) no such violations of any material nature are in existence, and (ii) Seller has all material licenses and permits necessary for operation of the Statement, Property as the Lease same is in full force presently operated and effect andsuch licenses and permits have not, to Seller's knowledge, no uncured breach or default exists on been revoked. (f) Seller shall direct the part current manager of the lessee thereunderProperty, nor has Xxxxxx Associates, to give or otherwise make available to Buyer, its attorneys, agents and/or representatives all non-proprietary books, records, and other writings in such manager's possession related in any written material way to the use, ownership or oral notice been received by Seller alleging operation of the Property, excluding the Proprietary Materials, and shall work with said manager to provide a smooth and orderly transition of management of the Property to Buyer at and subject to Closing. (g) Except as set forth in Exhibit B attached hereto, there are no leasing commissions or fees due in connection with any potential lease or alleged defaults by landlord thereunder, no rent called for under occupancy agreement affecting the Lease has Property that have not been paid in advance full prior to the date hereof. (h) Except as set forth on Exhibit Q attached hereto and except for defaults cured on or before the date hereof, Seller has neither (i) received any written notice from any tenant of its due date the Property or REA Party asserting or alleging that Seller is in default under such tenant's Lease or the relevant REA, as the case may be, nor (ii) sent to any tenant of the Property or REA Party any written notice alleging or asserting that such tenant or REA Party is in default under such tenant's Lease or such REA, as the case may be. (i) Seller owns the Personal Property, the Leases (and the lessee thereunder is not assertinginterest of landlord thereunder) and the Property owner's and developer's rights under the REA's free and clear of all charges, exceptions, liens and encumbrances except the Permitted Exceptions to the extent applicable thereto. (j) Seller has no employees at the Property, and to Seller's knowledge, any claim the employees engaged in property management at the Property are employees of off-set or other defense in respect of its or the landlord's obligations under management company employed by Seller to manage the LeaseProperty. (fk) There To Seller's knowledge, except for any Proprietary Materials removed therefrom as contemplated by this Agreement, the Property Documents, including any operating statements recording revenues and expenses included therein, are the files used in the ordinary course of business for management of the Property and to prepare reports with respect to the Property, and Seller has not removed any documents, agreements, correspondence or other information from the Property Documents (except for any Proprietary Materials) with the intent of concealing information from Buyer. Seller shall direct its property manager to make all such Property Documents in its possession available to Buyer. (l) Except as set forth in the Leases and Permitted Exceptions, there are no leasing commissions due outstanding contracts to purchase, options to purchase, rights of first refusal to purchase or other preferential rights to purchase the Property which would be binding on Buyer or the Property following Closing. (m) Except as included in connection with the execution Leases and Permitted Exceptions, there are no REA's or modifications of or supplements to REA's which would be binding on Buyer or the Lease or due in connection with any renewal or extension of the LeaseReal Property following Closing.

Other Seller's Representations. (a) To Seller's knowledge, except Except as listed in Exhibit L EXHIBIT N attached hereto and incorporated herein by this reference, there is no current or as disclosed in the due diligence information provided by pending, or to Seller's Knowledge, threatened, litigation against Seller or with respect to Buyer during the Due Diligence Period, Seller has not been served with a complaint in any legal action which would adversely affect the Property after (including, but not limited to, condemnation proceedings against the ClosingProperty). (b) Exhibit L attached hereto is a true, correct and complete listing of all Contracts and as As of the date of this Agreement, except for (i) the Contracts listed in EXHIBIT B attached hereto, (ii) the Leases listed on EXHIBIT O, and (iii) the Permitted Exceptions, Seller has not entered into any servicecontracts, supply, maintenance subcontracts or utility contracts agreements affecting the Property which cannot that will be terminated on thirty (30) days' advance written notice other than Exhibit L.binding upon Buyer after the Closing. (c) To Seller's knowledge, except Except as listed on Exhibit L in EXHIBIT N attached hereto, or as disclosed in the due diligence information provided by Seller to Buyer during the Due Diligence Period, as of the Effective Date, Seller has not received no any written notice from a federalany parties to the Contracts that Seller is in default under the Contracts and, state or local governmental agency that to Seller's Knowledge, neither Seller nor the Property is as of other parties thereto are in default under the date of this Agreement in violation of a law, code or ordinanceContracts. (d) As of the date of this Agreement, the only tenant of tenants under the Leases at the Property is are the tenant tenants listed in Exhibit M EXHIBIT O attached hereto and incorporated herein by this reference; provided, however, that the foregoing is not intended (and shall not be construed) as a representation by Seller of the parties that are in actual possession of any portion of the Property since there may be subtenants, licensees or assignees that are in possession of portions of the Property of which Seller may not be aware. (e) Subject Except as listed in EXHIBIT N attached hereto, as of the date of this Agreement and except for violations that have been cured, Seller has not received any written notice from any governmental authority with respect to the matters violation of any Law regulating the ownership, use or operation of the Property. Purchase Agreement SHP/Renaissance Portfolio Contract (f) As of the date of this Agreement, except as set forth on EXHIBIT N attached hereto and except for defaults cured on or before the date hereof, Seller has neither (i) received any written notice from any tenant of the Property asserting or alleging that Seller is in default under such tenant's Lease, nor (ii) sent to any tenant of the Property any written notice alleging or asserting that such tenant is in default under such tenant's Lease. (g) As of the date of this Agreement, the rent roll attached as EXHIBIT O and incorporated herein by this reference (the "Rent Roll"), is true, correct and complete in all material respects. (h) Except as disclosed in the StatementTitle Commitment, as of the date of this Agreement and except as listed in EXHIBIT N attached hereto, as of the date of this Agreement, Seller has not received any written notice from any governmental agency that any special assessments are pending, noted or levied against the Property. (i) No petition has been filed by Seller, nor has Seller received written notice of any petition filed against Seller, under the Federal Bankruptcy Code or any similar state or federal Law. (j) To Seller's Knowledge, the Due Diligence Materials delivered to Buyer (i) include all material documents used by Seller in the day-to-day operations and management of the Property, other than Confidential Materials, and (ii) are the same documents, other than Confidential Materials, used in connection with (A) the performance by Seller of its fiduciary obligations to its clients and investors, and (B) the preparation of financial statements and reports submitted to the clients and investors of Seller. (k) Seller has good and marketable title to the Personal Property. The Personal Property is all of the personalty that has been used by Seller and Property Manager in the normal operation of the Property. No Personal Property will be removed from the Property prior to the Closing Date (except any that is replaced in the ordinary course of business with an item of comparable quality and utility) and no Personal Property has been removed from the Property since Buyer visited the Property on or about December 15, 2004. Seller will provide Buyer a detailed list of any Personal Property replaced and any Personal Property added between the date of this Agreement and the Closing Date. (l) Seller has not entered into any commission or other agreements requiring payment of commissions or referral fees and, to Seller's Knowledge, there are no commissions or referral fees relating to the Property, in either case which will not be paid in full on or before the Closing. (m) Seller is not a party to any Employment Contract with respect to the Property and, except for the Contracts, Seller has not entered into any oral or Purchase Agreement SHP/Renaissance Portfolio Contract written agreements which would bind or obligate Purchaser to engage the services of any person as an employee or an independent contractor relating to the Property. (n) There are no existing monetary defaults under the Ground Lease or SNF Lease by Seller and, to Seller's Knowledge, neither Seller nor the other party thereto is in default (whether monetary or non-monetary) under the Ground Lease or SNF Lease and each of the Ground Lease and SNF Lease is in full force and effect andand unmodified, except to Seller's knowledge, no uncured breach or default exists on the extent delivered to Buyer as part of the lessee thereunder, nor has any written or oral notice been received by Seller alleging any potential or alleged defaults by landlord thereunder, no rent called for under the Lease has been paid in advance of its due date and the lessee thereunder is not asserting, to Seller's knowledge, any claim of off-set or other defense in respect of its or the landlord's obligations under the LeaseDue Diligence Materials. (fo) There are no leasing commissions Each of the Sellers is, and has been at all times, classified as a partnership for United States federal income tax purposes, and has paid all material income, franchise and other taxes required to be paid to the extent due and payable, including any interest and penalties in connection with the execution of the Lease or due therewith, except for any tax that is currently being contested in connection with any renewal or extension of the Leasegood faith and for which adequate reserves have been established.

Other Seller's Representations. (a) To Seller's knowledge, except Except as listed in Exhibit L K attached hereto and incorporated herein by this reference, there are no outstanding judgments or as disclosed in the due diligence information provided by current, pending or, to Seller’s Knowledge, pending litigation against Seller or with respect to Buyer during the Due Diligence Period, Seller has not been served with a complaint in any legal action which would adversely affect the Property after (including, but not limited to, condemnation proceedings against the ClosingProperty) or, to Seller’s Knowledge, the existing manager of any Facility (each a “Manager”) with respect to the applicable Property. (b) The Contracts listed in Exhibit L B attached hereto constitute all of the contracts and agreements to which Seller is a true, correct party and complete listing of all Contracts and as which relate to or affect the Property. As of the date of this Agreement, except for (i) the Contracts listed in Exhibit B attached hereto, (ii) the Leases, and (iii) the Permitted Exceptions, Seller has not entered into any servicecontracts, supply, maintenance subcontracts or utility contracts agreements affecting the Property which cannot that will be terminated on thirty (30) days' advance written notice other than Exhibit L.binding upon Buyer after the Closing. (c) To Seller's knowledge, except Except as listed on in Exhibit L K attached hereto, or as disclosed in Seller has not received any written notice of default from any parties to the due diligence information provided Contracts that has not been cured by Seller to Buyer during the Due Diligence Period, as of the Effective Date, Seller has received no written notice from a federal, state on or local governmental agency that the Property is as of before the date of this Agreement in violation of a lawhereof, code or ordinanceand to Seller’s Knowledge no such default currently exists. (d) As of the date of this Agreement, the only tenant of tenants under signed leases at the Property is are the tenant tenants listed in Exhibit M L attached hereto and incorporated herein by this reference; provided, however, that the foregoing is not intended (and shall not be construed) as a representation by Seller of the parties that are in actual possession of any portion of the Property since there may be subtenants, licensees or assignees that are in possession of portions of the Property of which Seller may not be aware. (e) Subject Except as listed in Exhibit K attached hereto, as of the date of this Agreement and except for violations that have been cured, Seller has not received any written notice from any governmental authority with respect to the matters disclosed in violation of any law, statute, or ordinance applicable to the StatementProperty, the Lease is in full force and effect and, to Seller's knowledge, ’s Knowledge no uncured breach such violation or default exists on the part of the lessee thereunder, nor has any written or oral notice been received by Seller alleging any potential or alleged defaults by landlord thereunder, no rent called for under the Lease has been paid in advance of its due date and the lessee thereunder is not asserting, to Seller's knowledge, any claim of off-set or other defense in respect of its or the landlord's obligations under the Leaseviolations currently exist. (f) There As of the date of this Agreement, there are no currently effective leasing commissions due commission agreements with respect to the Property. (g) As of the date of this Agreement, except as set forth on Exhibit K attached hereto and except for defaults cured on or before the date hereof, neither Seller nor, to Seller’s Knowledge, any Manager has either (i) received any written notice from any tenant of the Property asserting or alleging that Seller is in default under such tenant’s Lease, or (ii) sent to any tenant of the Property any written notice alleging or asserting that such tenant is in default under such tenant’s Lease. (h) As of the date of this Agreement, the rent rolls attached as Exhibit L and incorporated herein by this reference (each, a “Rent Roll”), are each true, correct and complete in all material respects,; provided, however, that for the purposes hereof, each Rent Roll shall only be deemed to be materially inaccurate or incorrect if it is inaccurate or incorrect by more than two percent (2%) of the gross monthly income for the applicable Facility as set forth therein. (i) No Rents or Leases have been assigned, transferred or hypothecated by Seller, except by virtue of mortgage loan instruments which shall be paid in full by Seller at or prior to Closing, and except as set forth in Exhibit B attached hereto with respect to leasing commission agreements with respect to the Property. (j) The Personal Property to be transferred to Buyer is free and clear of liens, security interests and other encumbrances arising by, through or under Seller (other than equipment and/or vehicle leases affecting such Personal Property, as disclosed in the list of Contracts) and constitutes all of the material personal property used in connection with the execution operation of the Lease Property. (k) Except as disclosed in the Title Commitments, as of the date of this Agreement and except as listed in Exhibit K attached hereto, as of the date of this Agreement, Seller has not received any written notice from any governmental agency that any special assessments are pending, noted or due levied against the Property. (l) Except as disclosed in connection the Title Commitments, as of the date of this Agreement, Seller has not received any written notice of any proposed reassessments of the Property from the local taxing agencies that would, in the reasonable judgment of Seller, increase real property taxes or assessments against the Property. (m) No petition has been filed by Seller, nor, to Seller’s Knowledge, filed or threatened to be filed by any third party, nor has Seller received written notice of any petition filed against Seller, under the Federal Bankruptcy Code or any similar state or federal Law. (n) As of the date of this Agreement, except as listed in Exhibit K attached hereto and except for violations that have been cured, Seller has not received any written notice from any insurance company that carries any of Seller’s insurance with respect to the Property that any portion of the Property violates any building, fire, or health code, statute, ordinance, rule or regulation applicable to the Property. (o) There are no outstanding rights of first refusal, options or other agreements binding upon Seller whereby any individual or entity has the right to purchase all or any part of the Property. (p) Exhibit M attached hereto is a true and complete list of all Licenses held by the Seller, and/or to Seller’s Knowledge any Manager, with respect to the operation of each Property as an assisted living facility. As of the date of this Agreement and as updated as of Closing, and except as set forth on Exhibit K and otherwise except for violations that have been cured, Seller has not, and to Seller’s Knowledge no Manager has, received written notice that any applications, complaints or proceedings are pending, contemplated or, to Seller’s knowledge, threatened against Seller, the Licenses, or the Facility which may result in (i) the revocation, modification, non-renewal or extension suspense of any such Licenses, (ii) the denial of any pending application with respect to such Licenses, (iii) the issuance of any cease and desist order against the Facility, or (iv) the imposition of any fines, forfeitures or other administrative action with respect to the Facility or its operation as an assisted living facility. (q) Except with respect to the Properties and applicable programs set forth on Exhibit N, at no time during Seller’s ownership of the LeaseProperty has the Property, directly or indirectly, been a provider in or reimbursed under any federally funded healthcare program or expense reimbursement program, such as Medicare or Medicaid. With respect to those reimbursement programs detailed in Exhibit N (“Governmental Payor Programs”),Seller has not received written notice of pending, threatened or possible investigation by, or loss of participation in, or any other claims with respect to any Governmental Payor Programs, and, to Seller’s Knowledge, there is no basis for any such notice. (r) Seller is not a “foreign person” within the meaning of Section 1445 of the Code and the Regulations issued thereunder. (s) During Seller’s ownership of the Property, Seller has not leased nor reserved for lease any unit at the property as an affordable housing unit or for low or moderate-income residents. To Seller’s Knowledge, the Property is not required to lease or reserve any unit or bedroom as an affordable housing unit or bedroom or for low- or moderate-income residents pursuant to a presently existing agreement or applicable Law. (t) Seller has delivered to Buyer the financial statements (including balance sheet and income statement) for Seller and the Property (the "Financial Statements") for the current calendar year through April 30, 2013. To Seller’s Knowledge, the Financial Statements are materially accurate and complete. (u) Except as listed in Exhibit K attached hereto, as of the date of this Agreement and except for violations that have been cured, Seller has not received any written notice of any defaults from Existing Lender with respect to the Existing Property Debt.

Other Seller's Representations. To the best of Seller's knowledge (as such term is hereinafter defined): (a) To Seller's knowledgeExcept as set forth in the Title Report and, except to the extent reviewed by or otherwise available to Buyer, the documents, investigations or notices delivered to or otherwise received by Buyer, and as listed in Exhibit L P attached hereto and incorporated herein by this reference, or as disclosed in the due diligence information provided by Seller to Buyer during the Due Diligence Period, Seller has not been served with a complaint in received any legal action which written notice of pending litigation against Seller which, if determined adversely to Seller, would adversely affect the Property after the ClosingProperty. (b) Exhibit L attached hereto is a true, correct and complete listing of all Contracts and as As of the date of this Agreement, Seller has not entered into any commission agreements, equipment leases, service, supply, maintenance maintenance, union or utility contracts affecting the Property which cannot will be terminated on thirty (30) days' advance written notice binding upon Buyer after the Closing other than the Contracts listed in Exhibit L.B attached hereto, provided, however, Exhibit B may change prior to Closing as new Contracts are executed by Seller, as set forth in Section 9.2.1 herein. (c) To Seller's knowledge, Seller has not received any written notice of default under the terms of any of the Contracts except as listed on in Exhibit L P attached hereto, or as disclosed in the due diligence information provided by Seller to Buyer during the Due Diligence Period, as of the Effective Date, Seller has received no written notice from a federal, state or local governmental agency that the Property is as of the date of this Agreement in violation of a law, code or ordinance. (d) As of the date of this Agreement, the only tenant tenants of the Property is are the tenant tenants listed in Exhibit M J attached hereto and incorporated herein by this reference. Exhibit J may change prior to Closing, however, should permitted new leases be executed, as provided in Article 13 of this Agreement, prior to Closing. (e) Subject Except as listed in Exhibit P attached hereto or disclosed in any report or writing delivered to Buyer from Seller, Seller has not received any written notice from any governmental authority of any violation of any zoning, building, fire, or health code, statute, ordinance, rule or regulation applicable to the matters disclosed Property. Buyer understands and Seller acknowledges that Buyer will investigate and satisfy itself with regard to the environmental condition of the Property and the presence or absence of Hazardous Materials during its Due Diligence Period. Seller agrees that it shall provide Buyer with true copies of any notices it may receive from and after the Effective Date through and until the Closing Date of any notices it receives relating to the environmental condition of the Property or Hazardous Materials in, at, under or about the Property. (f) Seller is not a "foreign person", "foreign partnership", nor a "foreign corporation" as those terms are defined in Section 7701 of the StatementInternal Revenue Code of 1986, as amended. (g) To the Lease is in full force and effect and, to best of Seller's knowledge, no uncured breach condemnation proceedings relating to the Real Property are pending or default exists on threatened with regard to the part Property. (h) To the best of the lessee thereunder, nor has any written or oral notice been received by Seller alleging any potential or alleged defaults by landlord thereunder, no rent called for under the Lease has been paid in advance of its due date and the lessee thereunder is not asserting, to Seller's knowledge, Seller has not received any claim notice from any insurance company or board of off-set fire underwriters of any defects or other defense inadequacies in, on, or about the Property, or any part of component thereof which would adversely affect the insurability of the Property or cause an increase in respect of its the premiums for the Property which have not been cured or the landlord's obligations under the Leaseresolved. (fi) There are To the best of Seller's knowledge, during the period between April, 1995, and October, 1997, no leasing commissions due in connection with spill or discharge of Hazardous Materials occurred in, on, under of about the execution Property. And since October, 1997. no spill of discharge of Hazardous Materials has occurred in, on, under or about the Property. (j) Seller has delivered to Purchaser true, complete and correct copies of all (1) Leases set forth on Exhibit J; (2) Contracts set forth on Exhibit B; (3) other documents referred to on Exhibits to this Agreement. (k) Seller has not delivered or received a notice of default pursuant to any of the Lease or due in connection with any renewal or extension of the LeaseLeases.

Other Seller's Representations. To Seller’s knowledge: (a) To Seller's knowledge, except Except as listed in Exhibit L attached hereto and incorporated herein by this reference, there is no current or as disclosed in the due diligence information provided by pending litigation against Seller to Buyer during the Due Diligence Period, and Seller has not been served with a complaint in received any legal action written notice of any threatened litigation against Seller which would would, if determined adversely to Seller, materially adversely affect the Property after the ClosingProperty. (b) Exhibit L attached hereto is a true, correct and complete listing of all Contracts and as As of the date of this Agreement, Seller has not entered into any service, supply, maintenance or utility contracts contracts, subcontracts or agreements affecting the Property which cannot will be terminated on thirty (30) days' advance written notice binding upon Buyer after the Closing other than (i) the Contracts listed in Exhibit L.B attached hereto, true, complete and accurate copies of which have been delivered by Seller to Buyer, (ii) the Leases, true, complete and accurate copies of which have been delivered by Seller to Buyer, and (iii) the Permitted Exceptions. (c) To Seller's knowledgeExcept for defaults cured on or before the date hereof, Seller has not received any written notice of default under the terms of any of the Contracts except as listed on in Exhibit L attached hereto, or as disclosed in the due diligence information provided by Seller to Buyer during the Due Diligence Period, as of the Effective Date, Seller has received no written notice from a federal, state or local governmental agency that the Property is as of the date of this Agreement in violation of a law, code or ordinance. (d) As of There are no leases, licenses or other occupancy agreements affecting the date of this AgreementReal Property to which Seller is a party other than the Required Lease, and the only tenant of the Property is the tenant listed in Exhibit M attached hereto Hartford Fire Insurance Company. Hartford Fire Insurance Company has not subleased all or any part of the Property or assigned the Required Lease. Seller has delivered to Buyer a true, complete and incorporated herein by this reference. (e) Subject to accurate copy of the matters disclosed in Required Lease. Seller has not delivered or received any written notice of default under the Statement, Required Lease which remains uncured as of the date hereof. The Required Lease is in full force and effect and, to Seller's knowledge, no uncured breach or and the Required Tenant is not in default exists on under the part terms of the lessee thereunderRequired Lease which default has continued beyond the expiration of any applicable notice and cure periods. (e) Except for violations cured or remedied on or before the date hereof and except as listed in Exhibit L attached hereto, nor as of the date of this Agreement, Seller has not received any written or oral notice been received by Seller alleging from any potential or alleged defaults by landlord thereunder, no rent called for under governmental authority with respect to the Lease has been paid in advance violation of its due date and the lessee thereunder is not asserting, to Seller's knowledge, of any claim of off-set zoning or other defense in respect of its or Law applicable to the landlord's obligations under the LeaseProperty. (f) There are no leasing commissions due in connection with pending or threatened Condemnation Proceedings which would affect the execution of the Lease Property, or due in connection with any renewal or extension of the Leasepart thereof.

Other Seller's Representations. To Seller's knowledge (as such term is hereinafter defined): (a) To Seller's knowledge, except Except as listed in Exhibit L O attached hereto and incorporated herein by this reference, or as disclosed in the due diligence information provided by Seller to Buyer during the Due Diligence Period, Seller has not been served with a complaint in received any legal action written notice of pending or threatened litigation against Seller which would adversely affect the Property after the ClosingProperty. (b) Exhibit L attached hereto is a true, correct and complete listing of all Contracts and as of the date of this Agreement, Seller has not entered into any service, supply, maintenance or utility contracts affecting the Property which cannot will be terminated on thirty (30) days' advance written notice binding upon Buyer after the Closing other than the Contracts listed in Exhibit L.B attached hereto. (c) To Seller's knowledge, Seller has not received any written notice of default under the terms of any of the Contracts except as listed on in Exhibit L O attached hereto, or as disclosed in the due diligence information provided by Seller to Buyer during the Due Diligence Period, as of the Effective Date, Seller has received no written notice from a federal, state or local governmental agency that the Property is as of the date of this Agreement in violation of a law, code or ordinance. (d) As of the date of this Agreement, the only tenant tenants of the Property is are the tenant tenants listed in Exhibit M I attached hereto and incorporated herein by this reference. (e) Subject Except as listed in Exhibit O attached hereto, Seller has not received any written notice from any governmental authority of any violation of any zoning, building, fire, or health code, statute, ordinance, rule or regulation applicable to the matters disclosed in the Statement, the Lease is in full force and effect and, to Seller's knowledge, no uncured breach or default exists on the part of the lessee thereunder, nor has any written or oral notice been received by Seller alleging any potential or alleged defaults by landlord thereunder, no rent called for under the Lease has been paid in advance of its due date and the lessee thereunder is not asserting, to Seller's knowledge, any claim of off-set or other defense in respect of its or the landlord's obligations under the LeaseProperty. (f) There are no leasing commissions due All non-confidential books, records and files relating to the Property and used by Seller in connection with its ordinary course of business or for the execution purpose of reporting to its investors (excluding appraisals, budgets, Seller's strategic plans for the Lease Property, marketing information, submissions relating to Seller's obtaining of corporate authorization, or due other information in connection with the possession or control of Seller or the Property Manager which is privileged (provided that inadvertent disclosure shall not constitute a waiver of any renewal privilege)) located at Seller's offices at 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx or extension the Property Manager's office, have been made 14 available to Buyer. All such books, records and files have been maintained in the ordinary course of business at Seller's offices at 0000 Xxxxxxx Xxxx Xxxx, Xxxxx 0000, Xxx Xxxxxxx, Xxxxxxxxxx or the LeaseProperty Manager's office.

Other Seller's Representations. (a) To Seller's knowledge, except Except as listed in Exhibit L K attached hereto and incorporated herein by this reference, there are no outstanding judgments or as disclosed in current or pending or, to Seller’s knowledge, threatened or contemplated litigation against Seller (including, but not limited to, condemnation proceedings against the due diligence information provided by Seller Property) or, to Buyer during Seller’s Knowledge, Manager with respect to the Due Diligence Period, Seller has not been served with a complaint in any legal action which would adversely affect the Property after the ClosingProperty. (b) The Contracts listed in Exhibit L B attached hereto is a true, correct and complete listing of constitute all Contracts and as of the date of this Agreementcontracts and agreements related to or affecting the Property and, except for (i) the Contracts listed in Exhibit B attached hereto, (ii) the Leases, and (iii) the Permitted Exceptions, Seller has not entered into any servicecontracts, supply, maintenance subcontracts or utility contracts agreements affecting the Property which cannot that will be terminated on thirty (30) days' advance written notice other than Exhibit L.binding upon Buyer after the Closing. (c) To Seller's knowledge, except Except as listed on in Exhibit L K attached hereto, or as disclosed in the due diligence information provided by Seller to Buyer during the Due Diligence Period, as of the Effective Date, Seller has not received no written notice from a federal, state of any default under the Contracts which has not been cured on or local governmental agency that the Property is as of before the date of this Agreement in violation of a lawhereof, code and to Seller’s Knowledge no such default has occurred or ordinancecurrently exists. (d) As of the date hereof and as updated as of this AgreementClosing, the only tenant of tenants under signed leases at the Property is are the tenant tenants listed in Exhibit M L attached hereto and incorporated herein by this reference. (e) Subject Except as listed in Exhibit K attached hereto and except for violations that have been cured, Seller has not received written notice of any violation of any law, statute, rule, regulation or ordinance applicable to the matters disclosed in the StatementProperty, the Lease is in full force and effect and, to Seller's knowledge, ’s Knowledge no uncured breach such violation has occurred or default exists on the part of the lessee thereunder, nor has any written or oral notice been received by Seller alleging any potential or alleged defaults by landlord thereunder, no rent called for under the Lease has been paid in advance of its due date and the lessee thereunder is not asserting, to Seller's knowledge, any claim of off-set or other defense in respect of its or the landlord's obligations under the Leasecurrently exists. (f) There As of the date hereof, there are no currently effective leasing commissions due commission agreements with respect to the Property. (g) As of the date hereof and as updated as of Closing, except as set forth on Exhibit K attached hereto and except for defaults cured on or before the date hereof, neither Seller nor, to Seller’s Knowledge, Manager, has either (i) received any written notice from any tenant of the Property asserting or alleging that Seller is in default under such tenant’s Lease, or (ii) sent to any tenant of the Property any written notice alleging or asserting that such tenant is in default under such tenant’s Lease. (h) As of the date hereof and as updated as of Closing, the rent roll attached as Exhibit L and incorporated herein by this reference (the “Rent Roll”), shall include the amounts of any resident security deposits, is true, correct and complete in all material respects; provided, however, that for the purposes hereof, the Rent Roll shall only be deemed to be materially inaccurate or incorrect if it is inaccurate or incorrect by more than TEN THOUSAND AND NO/100 DOLLARS ($10,000). (i) No Rents or Leases have been assigned, transferred or hypothecated by Seller, except by virtue of mortgage loan instruments which shall be paid in full by Seller at or prior to Closing. (j) The Personal Property to be transferred to Buyer is free and clear of liens, security interests and other encumbrances arising by, through or under Seller and constitutes all of the material personal property used in connection with the execution operation of the Lease Property. (k) Except as disclosed in the Title Commitment, as of the date of this Agreement and as updated as of Closing and except as listed in Exhibit K attached hereto, Seller has not received any written notice from any governmental agency that any special assessments are pending, noted or due levied against the Property, and to Seller’s Knowledge none exist. (l) Except as disclosed in connection the Title Commitment, as of the date of this Agreement and as updated as of Closing, Seller has not received any written notice of any proposed reassessments of the Property from the local taxing agencies that would, in the reasonable judgment of Seller, increase real property taxes or assessments against the Property, and to Seller’s Knowledge none exist. (m) No petition has been filed by Seller nor, to Seller’s Knowledge, filed by or threatened to be filed by any third party, nor has Seller received written notice of any petition filed against Seller, under the Federal Bankruptcy Code or any similar state or federal Law. (n) As of the date hereof, except as listed in Exhibit K attached hereto and except for violations that have been cured, Seller has not received any written notice from any insurance company that carries any of Seller’s insurance with respect to the Property that any portion of the Property violates any building, fire, or health code, statute, ordinance, rule or regulation applicable to the Property. (o) There are no outstanding rights of first refusal, options or other agreements binding upon Seller whereby any individual or entity has the right to purchase all or any part of the Property. (p) Except as set forth in the reports delivered to Buyer in accordance with Section 5.1.1, to Seller’s Knowledge, no Hazardous Materials exist at, on, or under the Property. Seller has not filed and, to Seller’s knowledge, has not been required to file, any notice reporting a release of any Hazardous Materials on, near or around the Property and Seller has not received any notice or citation for noncompliance with applicable environmental Laws at or with respect to the Property and, to Seller’s Knowledge, there is no investigation pending, contemplated or threatened regarding the violation by Seller of applicable environmental Laws at or with respect to the Property whether arising out of any and all claims or causes of action based upon CERCLA (Comprehensive Environmental Response, Compensation, and Liability Act of 1980, 42 U.S.C. §§9601 et seq., as amended by XXXX (Superfund Amendment and Reauthorization Act of 1986) and as may be further amended from time to time), the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§6901 et seq., or any related claims or causes of action or any other federal, state or municipal based statutory or regulatory causes of action for environmental contamination at, in, about or under the Property. (q) Exhibit Q attached hereto is a true and complete list of all Licenses held by the Seller and/or, to Seller’s Knowledge, Manager, with respect to the operation of the Property as an assisted living facility. As of the date of this Agreement and as updated as of Closing, and except for violations that have been cured,to Seller’s Knowledge, no applications, complaints or proceedings are pending, contemplated or threatened against Seller, the Licenses, or the Facility which may result in (i) the revocation, modification, non-renewal or extension suspense of any such Licenses, (ii) the denial of any pending application with respect to such Licenses, (iii) the issuance of any cease and desist order against the Facility, or (iv) the imposition of any fines, forfeitures or other administrative action with respect to the Facility or its operation as an assisted living facility. (r) At no time during Seller’s ownership of the LeaseProperty has the Property, directly or indirectly, been a provider in or reimbursed under any federally funded healthcare program or expense reimbursement program, such as Medicare or Medicaid. (s) Seller is not a “foreign person” within the meaning of Section 1445 of the Code and the Regulations issued thereunder. (t) During Seller’s ownership of the Property, Seller has not leased nor reserved for lease any unit at the property as an affordable housing unit or for low- or moderate-income residents. To Seller’s Knowledge, the Property is not required to lease or reserve any unit or bedroom as an affordable housing unit or bedroom or for low- or moderate-income residents pursuant to a presently existing agreement or Applicable Law. (u) Seller has no employees. (v) Seller has delivered to Buyer the financial statements (including balance sheet and income statement) for Seller and the Property attached hereto as Exhibit R (the "Financial Statements") for the current calendar year through August 31, 2008. The Financial Statements were prepared in accordance with income tax reporting requirements, and to Seller’s Knowledge are materially accurate and complete.

Other Seller's Representations. (a) To Except as set forth on Exhibit K, there is no current pending or to Seller's knowledge, threatened litigation against Seller relating to the Property of which Seller has received written notice except as listed in for litigation matters which are covered by, and being defended by, liability insurers (without reservation of rights) and which will continue to be defended by such insurers to completion without liability on the part of Buyer. Said Exhibit L attached hereto K includes, specifically, details on certain litigation, and incorporated herein by this reference, or as disclosed in the due diligence information provided actions to be taken by Seller to Buyer during the Due Diligence Period, Seller has not been served with a complaint in any legal action which would adversely affect the Property after the Closingconnection therewith. (b) Exhibit L attached hereto is a true, correct and complete listing of all Contracts and as As of the date of this Agreement, except for (A) contracts, subcontracts and agreements set forth on Exhibit B (collectively, the "Contracts"), (B) leases with tenants of the Property as set forth on Exhibit L, and (C) matters, agreements and instruments of record, Seller has not entered into any servicecontracts, supply, maintenance subcontract or utility contracts agreements affecting the Property which cannot that will be binding upon Buyer after the Closing. All Contracts with affiliates of Seller, including without limitation any management or leasing contracts, shall be terminated at or prior to Closing without further obligation on thirty (30) days' advance written notice other than Exhibit L.the part of Buyer. (c) To Seller's knowledge, except Except as listed disclosed on Exhibit L attached hereto, or as disclosed in the due diligence information provided by Seller to Buyer during the Due Diligence Period, as of the Effective DateK, Seller has not received no any written notice of default from a federalany parties to the Contracts, state or local governmental agency that the Property is as any agreements or instruments of the date of this Agreement in violation of a lawrecord, code or ordinancewhich has not been cured by Seller. (d) As of the date of this Agreement, the only tenant tenants under leases or other occupancy agreements at the Property are the tenants disclosed on the Rent Roll of Exhibit L. Said Exhibit L accurately sets forth, with respect to each Lease, the commencement and expiration dates and current minimum rent, future stepped or fixed rent increases, tax and common area contributions, and the amount of any security deposit (if any) paid by the tenant, and any options to renew or expand. Except as set forth on said Exhibit, each of the Property is the tenant listed in Exhibit M attached hereto and incorporated herein by this reference. (e) Subject to the matters disclosed in the Statement, the Lease Leases is in full force and effect andand Seller has not received written notice which is still outstanding from any Tenant under a Lease (a) that Seller has defaulted in performing any of its material obligations under such Lease or (b) that such Tenant is entitled to any reduction in, refund of or counterclaim or offset against, or is otherwise disputing, any rents or other sums paid, payable or to become payable by such tenant or is deeming it is entitled to cancel or terminate such Lease to be released of any of its material obligations thereunder. Except as set forth on said Exhibit, no Tenant is paying rent or additional rent which is reduced or discounted from the amount specified in its Lease (meaning its Lease without taking into account any agreement with Seller whereby the rent or additional rent is reduced or discounted). Seller has not collected rent more than thirty (30) days in advance of when the same is due for any Lease. Seller has completed all construction and other work required to be performed under the Leases, except as otherwise indicated under said Exhibit L (other than repairs, replacements or maintenance, not currently required, which may be the obligation of the landlord as expressly set forth in a Lease). Except as set forth on said Exhibit L, to Seller's knowledge, there are no uncured breach currently pending challenges by any Tenant to the accuracy or default exists on validity of any charges to such Tenant for common area maintenance, taxes or other items of rent or additional rent under such Tenant's Lease. No Tenant or other party has a right of first refusal, purchase option or other preferential right to acquire title to the part of Property, except for Arby's, which has irrevocably waived such right in connection with the lessee thereunderacquisition under this Agreement by separate documentation to be delivered to Buyer at Closing. All inducements, nor has any written allowances or oral notice been received other incentives payable by Seller alleging any potential or alleged defaults by landlord thereunder, no rent called for under the Lease has been paid in advance of its due date and the lessee thereunder is not asserting, to Seller's knowledge, any claim of off-set or other defense in respect of its or the landlord's obligations under the Lease. (f) There are no leasing commissions due in connection with the execution of the Lease Leases or due any amendment or modification of the Leases have been paid in full, except as disclosed on said Exhibit L. (e) Except as disclosed on Exhibit L, as of the date of this Agreement, Seller has not received any written notice from any governmental authority with respect to the violation of any law or ordinance applicable to the Property which has not been cured by Seller. (f) The Property is not (1) to Seller's knowledge, subject to any unpaid special assessments for public improvements, nor has Seller received written notice of any such proposed assessment, or (2) the subject of any outstanding commitment or agreement with any municipal or governmental authority wherein any work remains to be performed or payment remains to be made. (g) The Documents contain true, correct and complete copies of all Leases and any notices of landlord default given by tenants at the Property. (h) The financial statements for the Property which are included in the Documents are correct and complete in all material respects. For a period of three (3) years following Closing, Seller shall, at Buyer's expense, provide to Buyer's designated independent auditor access to the books and records of the Property regarding the period for which Buyer is obligated to have audited financial statements as required by the Securities and Exchange Commission and/or Buyer's auditors, to the extent that such books, records and related information are now or hereafter in Seller's possession or control and relate to the period during which Seller had title to the Property. Further, Seller agrees to provide such auditor with a representation letter regarding the books and records of the property, which representation letter shall be in such form and substance as is reasonably acceptable to Seller. (i) To the knowledge of Seller, no condemnation proceeding is pending or threatened against or relating to the Property other than the easement being negotiated with the City of Gadsden for the Wildlife Park walkway. Exhibit, the relevant details of which are set forth on Exhibit O hereto. (j) Seller is not a party to nor bound by any collective bargaining agreement covering employees assigned to the Property. Seller agrees to work with Buyer in connection with hiring property-level personnel including, to the extent the same may be done lawfully, making records available for property-level employees so that Buyer can conduct interviews and background checks. For those employees hired by Buyer or Buyer's managing agent, Seller and Buyer agree to reasonably cooperate in the equitable apportionment of accrued vacation, bonuses and other benefits. (k) Seller has received no written notice of a threatened or proposed curtailment or limitation on the availability of all utility services for the proper and efficient conduct of business at the Property. (l) Except as set forth on Exhibit K hereto, there are no current or outstanding real estate tax appeals pending with respect to the Property. If any renewal such appeals are pending, said Exhibit indicates the manner in which the parties have agreed to the post-Closing handling of such appeals, the costs thereof and any refunds which may be received. (m) The Personal Property is owned free and clear of all liens and encumbrances, subject to any lien or extension of security interest created pursuant to existing financing documents which will be released and satisfied at Closing. Except as set forth on Exhibit D hereto, all machinery, equipment, artwork, furniture, furnishings, management office equipment and supplies and other personal property which is located on the LeaseReal Property and used in connection with the operation, upkeep, repair and operation thereof is included in this sale and Seller owns title thereto.

Other Seller's Representations. To Seller's knowledge (as such term is hereinafter defined): (a) To Seller's knowledge, except Except as listed in Exhibit L I attached hereto and incorporated herein by this reference, or as disclosed in the due diligence information provided by Seller to Buyer during the Due Diligence Period, Seller has not been served with a complaint in received any legal action written notice of pending litigation against Seller which would would, if determined adversely to Seller, adversely affect the Property after the ClosingProperty. (b) Exhibit L attached hereto is a true, correct and complete listing of all Contracts and as of the date of this Agreement, Seller has not entered into any service, supply, maintenance or utility contracts affecting the Property which cannot will be terminated on thirty (30) days' advance written notice binding upon Buyer after the Closing other than the Contracts listed on Exhibit L.B attached hereto. (c) To Seller's knowledge, Seller has not received any written notice of default under the terms of any of the Contracts except as listed on in Exhibit L I attached hereto, or as disclosed in the due diligence information provided by Seller to Buyer during the Due Diligence Period, as of the Effective Date, Seller has received no written notice from a federal, state or local governmental agency that the Property is as of the date of this Agreement in violation of a law, code or ordinance. (d) Except as listed in Exhibit I attached hereto, Seller has not received any written notice from any governmental authority of any violation of any zoning, building, fire, or health code, statute, ordinance, rule or regulation applicable to the Property. Notwithstanding the foregoing, however, Seller shall not be required to disclose to Buyer (and shall not be deemed to make any representation or warranty with respect to) any notices relating to the environmental condition of the Property or Hazardous Materials in, at, under or about the Property, it being acknowledged and agreed to by both Buyer and Seller that Buyer has investigated and satisfied itself with regard to the environmental condition of Property and the presence or absence of Hazardous Materials during its due diligence period. (e) As of the date of this Agreement, the only tenant tenants of the Property is are the tenant tenants listed in Exhibit M I attached hereto and incorporated herein by this referencehereto. (e) Subject to the matters disclosed in the Statement, the Lease is in full force and effect and, to Seller's knowledge, no uncured breach or default exists on the part of the lessee thereunder, nor has any written or oral notice been received by Seller alleging any potential or alleged defaults by landlord thereunder, no rent called for under the Lease has been paid in advance of its due date and the lessee thereunder is not asserting, to Seller's knowledge, any claim of off-set or other defense in respect of its or the landlord's obligations under the Lease. (f) There are no leasing commissions due in connection with the execution of the Lease or due in connection with any renewal or extension of the Lease.

Other Seller's Representations. (a) To Seller's knowledge’s knowledge (as such term is hereinafter defined): (i) Seller has not received any written notice of pending litigation against Seller which would, except if determined adversely to Seller, adversely affect the Property. (ii) Except as listed in Exhibit L C attached hereto and incorporated herein by this reference, or as disclosed in the due diligence information provided by Seller to Buyer during the Due Diligence Period, Seller has not been served with a complaint in any legal action which would adversely affect the Property after the Closing. (b) Exhibit L attached hereto is a true, correct and complete listing of all Contracts and as of the date of this Agreementhereto, Seller has not entered into any service, supply, maintenance or utility contracts affecting the Property which cannot will be terminated on thirty (30) days' advance written notice other than Exhibit L.binding upon Buyer after the Closing. (ciii) To Seller's knowledge, except Except as listed on in Exhibit L D attached hereto, or as disclosed in the due diligence information provided by Seller to Buyer during the Due Diligence Period, as of the Effective Date, Seller has not received no any written notice from a federalany governmental authority of any violation of any zoning, state building, fire, or local governmental agency health code, statute, ordinance, rule or regulation applicable to the Property. It is acknowledged and agreed to by both Buyer and Seller that Buyer has investigated and satisfied itself with regard to the environmental condition of Real Property and the presence or absence of Hazardous Materials during the Inspection Period. (iv) The Leases are true and correct, represent the only agreements between Seller and the Tenant(s), that there are no other agreements, written or oral, and that Seller is not in default of any of its obligations to the Tenant(s) under any of the Leases. (v) The Rent Roll as of the date of this Agreement in violation of a lawClosing, code or ordinance. (d) As with respect to each Lease, indicating the Tenant’s name, the monthly rent payable by the tenant including any delinquent rent, the term of the date of this AgreementLease, the only tenant date on which the last rental payment thereunder was received by the Seller, the approximate square footage of the Property is demised premises, and the tenant listed in Exhibit M attached hereto and incorporated herein by this reference. (e) Subject to the matters disclosed in the Statementamount of any security deposit, the Lease is in full force and effect andcleaning deposit, to Seller's knowledge, no uncured breach or default exists on the part of the lessee thereunder, nor has any written or oral notice been received other deposit held by Seller alleging any potential or alleged defaults by landlord thereunder, no rent called for under the Lease has been paid in advance of its due date and the lessee thereunder is not asserting, to Seller's knowledge, any claim of off-set or other defense in respect of its or the landlord's obligations under the Lease. (f) There are no leasing commissions due in connection with the execution Lease, if any; provided, however, that such Rent Roll shall be supplied to Buyer ten (10) days in advance of the Lease Closing subject to and modified by such changes that may have occurred during such period between submission of said Rent Roll, and the Closing date. (vi) All documents supplied by Seller to Buyer regarding the Information are true and correct as and when supplied. (vii) Seller has no knowledge of any breach of any Tenant lease. (viii) Seller has no knowledge of any environmental liabilities relating to the presence, discovery, or due removal of any hazardous materials in, at, about or under the real property, or for, connected with or arising out of any and all claims or causes of action based upon CERCLA (Comprehensive Environmental, Response, Compensation, and Liability Act of 1980, 42 U.S.C. §§ 9601 et seq., as amended by XXXX (Superfund Amendment and Reauthorization Act of 1986) and as may be further amended from time to time), the Resource Conservation and Recovery Act of 1976, 42 U.S.C. §§6901 et seq., or any related claims or causes of action of any other federal or state statutory or regulatory causes of action for environmental contamination at, in connection with any renewal or extension of under the Leasereal property which arose prior to closing.

Other Seller's Representations. To Seller’s knowledge: (a) To Seller's knowledge, except Except as listed in Exhibit L attached hereto and incorporated herein by this reference, or as disclosed in the due diligence information provided by Seller to Buyer during the Due Diligence Period, Seller has not been served with a complaint in received any legal action written notice of any current or pending litigation against Seller which would would, if determined adversely to Seller, materially adversely affect the Property after the ClosingProperty. (b) Exhibit L attached hereto is a true, correct and complete listing of all Contracts and as As of the date of this Agreement, Seller has not entered into any service, supply, maintenance or utility contracts contracts, subcontracts or agreements affecting the Property which cannot will be terminated on thirty (30) days' advance written notice binding upon Buyer after the Closing other than (i) the Contracts listed in Exhibit L.B attached hereto, (ii) the Leases, and (iii) the Permitted Exceptions. (c) To Seller's knowledgeExcept for defaults cured on or before the date hereof, Seller has not received any written notice of default under the terms of any of the Contracts except as listed on in Exhibit L attached hereto, or as disclosed in the due diligence information provided by Seller to Buyer during the Due Diligence Period, as of the Effective Date, Seller has received no written notice from a federal, state or local governmental agency that the Property is as of the date of this Agreement in violation of a law, code or ordinance. (d) As of the date of this Agreement, the only tenant tenants of the Property is are the tenant tenants listed in Exhibit M attached hereto and incorporated herein by this reference; provided, however, that the foregoing is not intended (and shall not be construed) as a representation by Seller of the parties that are in actual possession of any portion of the Property since there may be subtenants, licensees or assignees that are in possession of portions of the Property of which Seller may not be aware. (e) Subject Except for violations cured or remedied on or before the date hereof and except as listed in Exhibit L attached hereto, as of the date of this Agreement, Seller has not received any written notice from any governmental authority with respect to the matters disclosed in violation of of any zoning Law applicable to the Statement, the Lease is in full force and effect and, to Seller's knowledge, no uncured breach or default exists on the part of the lessee thereunder, nor has any written or oral notice been received by Seller alleging any potential or alleged defaults by landlord thereunder, no rent called for under the Lease has been paid in advance of its due date and the lessee thereunder is not asserting, to Seller's knowledge, any claim of off-set or other defense in respect of its or the landlord's obligations under the LeaseProperty. (f) As of the date of this Agreement, except as set forth on Exhibit L attached hereto and except for defaults cured on or before the date hereof, Seller has neither (i) received any written notice from any tenant of the Property asserting or alleging that Seller is in default under such tenant’s Lease, nor (ii) sent to any tenant of the Property any written notice alleging or asserting that such tenant is in default under such tenant’s Lease. (g) No Rents or Leases have been assigned, transferred or hypothecated by Seller, except by virtue of mortgage loan instruments which shall be paid in full by Seller at or prior to Closing, and except as set forth in Exhibit B attached hereto with respect to leasing commission agreements with respect to the Property. (h) The Personal Property to be transferred to Buyer is free and clear of liens, security interests and other encumbrances arising by, through or under Seller. (i) Except as disclosed in the Title Commitment, as of the date of this Agreement and except as listed in Exhibit L attached hereto, as of the date of this Agreement, Seller has not received any written notice from any governmental agency that any special assessments are pending, noted or levied against the Property. (j) Except as disclosed in the Title Commitment, as of the date of this Agreement, Seller has not received any written notice of any proposed reassessments of the Property from the local taxing agencies which would, in the reasonable judgment of Seller, increase real property taxes or assessments against the Property. (k) No petition has been filed by Seller, nor has Seller received written notice of any petition filed against Seller, under the Federal Bankruptcy Code or any similar state or federal Law. (l) The documents heretofore or hereafter delivered or otherwise made available to Buyer prior to Closing (i) include all documents used by Seller in the day-to-day operations and management of the Property, other than Confidential Materials, and (ii) are the same documents, other than Confidential Materials, used in connection with (A) the performance by Seller of its fiduciary obligations to its clients and investors, and (B) the preparation of financial statements and reports submitted to the clients and investors of Seller. (m) As of the date of this Agreement, except as listed in Exhibit L attached hereto, Seller has not received any written notice from any insurance company that carries any of Seller’s insurance with respect to the Property that any portion of the Property violates any building, fire, or health code, statute, ordinance, rule or regulation applicable to the Property. (n) There are no leasing commissions due in connection with rights of first refusal, options or other agreements binding upon Seller whereby any individual or entity has the execution right to purchase all or any part of the Lease or due in connection with any renewal or extension of the LeaseProperty.

Other Seller's Representations. To Seller's Knowledge: (a) To Except as listed in Exhibit K attached hereto and incorporated herein by this reference, Seller has not received any written notice of any current or pending litigation against Seller relating to the Property which would, if determined adversely to Seller's knowledge, materially adversely affect the Property. (b) As of the Effective Date, except as set forth in Exhibit B attached hereto, there are no currently effective leasing commission agreements with respect to the Property. (c) As of the Effective Date, there are no outstanding tenant improvement allowances, rental abatements or other tenant allowances which are currently payable or which shall become payable prior to or after Closing, except as included in the Property Documents. (d) As of the Effective Date, Seller has not entered into any material service, supply, maintenance or utility contracts, subcontracts or agreements affecting the Property which will be binding upon Buyer after the Closing other than (i) the Contracts listed in Exhibit B attached hereto, (ii) the Leases, and (iii) the Permitted Exceptions. Seller has delivered to Buyer true, complete and correct copies of the Leases and the Contracts. (e) Except for defaults cured on or before the date hereof, Seller has not received or delivered any written notice of default under the terms of any of the Contracts or Leases except as listed in Exhibit K attached hereto. (f) As of the Effective Date, the only tenants or subtenants of the Property are those listed in Exhibit L attached hereto and incorporated herein by this reference; provided, or however, that the foregoing is not intended (and shall not be construed) as disclosed in the due diligence information provided a representation by Seller to Buyer during of the Due Diligence Period, Seller has not been served with a complaint parties that are in actual possession of any legal action which would adversely affect portion of the Property after as there may be subtenants, licensees or assignees that are in possession of portions of the ClosingProperty. (bg) Except for violations cured or remedied on or before the date hereof and except as listed in Exhibit L K attached hereto is a truehereto, correct and complete listing of all Contracts and as of the date of this Agreement, Seller has not entered into received any service, supply, maintenance or utility contracts affecting the Property which cannot be terminated on thirty (30) days' advance written notice other than Exhibit L. (c) To Seller's knowledge, except as listed on Exhibit L attached hereto, or as disclosed in the due diligence information provided by Seller to Buyer during the Due Diligence Period, as of the Effective Date, Seller has received no written notice from a federal, state or local any governmental agency that authority with respect to the Property is as of the date of this Agreement in violation of a law, code or ordinanceany zoning Law applicable to the Property. (dh) As of the date of this AgreementThere are no pending, the only tenant of the Property is the tenant listed in Exhibit M attached hereto and incorporated herein by this reference. (e) Subject to the matters disclosed in the Statement, the Lease is in full force and effect and, or to Seller's knowledge, no uncured breach threatened, condemnation or default exists on eminent domain proceedings relating to the part of the lessee thereunder, nor has any written or oral notice been received by Seller alleging any potential or alleged defaults by landlord thereunder, no rent called for under the Lease has been paid in advance of its due date and the lessee thereunder is not asserting, to Seller's knowledge, any claim of off-set or other defense in respect of its or the landlord's obligations under the LeaseProperty. (fi) Seller has not granted any option to purchase or right of first refusal or first offer to any party to purchase any fee interest in any portion of the Property. (j) No party constituting Seller is a “foreign person” as defined in Section 1445 of the Code. (k) Seller is not a person with whom Buyer is restricted from doing business with under the Anti-Terrorism Laws. (l) There are no leasing commissions actions, suits or proceedings pending or, to the knowledge of Seller, threatened in writing, against or affecting Seller which, if determined adversely to Seller, would adversely affect its ability to perform its obligations hereunder. Seller has not (a) made a general assignment for the benefit of creditors, (b) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition of Seller's creditors, (c) suffered the appointment of a receiver to take possession of all, or substantially all, of Seller's assets, (d) suffered the attachment or other judicial seizure of all, or substantially all, of Seller's assets, (e) admitted in writing it inability to pay its debts as they come due in connection with the execution or (f) made an offer of settlement, extension or composition to its creditors generally. Seller has full right, power and authority and is duly authorized to enter into this Agreement, to perform each of the Lease covenants on its part to be performed hereunder and to execute and deliver, and to perform its obligations under all documents required to be executed and delivered by it pursuant to this Agreement. (m) Except as set forth in the Data, Seller has not received any written notice, whether formal or due informal, from any governmental authority of: (1) the presence of any hazardous materials at the Property in connection with violation of any renewal applicable environmental laws or extension that require any remediation or investigation; or (2) the presence of any underground storage tanks on any portion of the LeaseProperty. (n) To Seller's Knowledge, Data delivered to Buyer for purposes of Buyer's Environmental Due Diligence review included the results of the Designated Employee's duty of reasonable inquiry as provided in the definition of “Seller's Knowledge” contained herein. (o) The Designated Employee is the individual who has been primarily responsible for the management of the Property on behalf of Seller since Seller's acquisition of the Property. Throughout the period of time that the Seller has occupied the Property, the Designated Employee has been the Seller employee primarily responsible for managing the Property and in such capacity would have knowledge of any material decisions regarding environmental compliance or decisions with respect to the Property and to whom any material notice regarding the environmental condition of the Property would be disclosed if delivered to the third-party manager of the Property and/or the department of Seller responsible for the management of the Property.