Common use of Representations Concerning the Property Clause in Contracts

Representations Concerning the Property. i) Except for the existing rental agreement with the North Fairhaven Improvement Association , there are no leases, licenses or other occupancy agreements affecting all or any portion of the Property; ii) Except for the existing rental agreement with the North Fairhaven Improvement Association , Seller has not entered into any commitments or agreements with any governmental authorities or agencies or with any other Person affecting the Property that are not a matter of public record at the registry of deeds for the Property; and (2) Seller has not received any written notice requiring the correction of any condition with respect to the Property, or any part thereof, by reason of any alleged violation of any applicable federal, state, county or municipal law, code, rule or regulation, or stating that any investigation has been commenced or is contemplated regarding any of the same; iii) Seller has delivered (or will deliver within the time provided in Section 4.1) to Purchaser (without representation or warranty, express or implied) true and complete copies of all plans, specifications, engineering, geotechnical, environmental, planning and other similar studies or reports (whether draft or final) in the possession or control of the Seller relating to the Property (the "Reports"). Except as set forth in the Reports, Seller has not received any written notice of: (1) the presence of any Hazardous Materials at the Property in violation of any Environmental Law or that require any remediation or investigation; or (2) the presence of any underground storage tanks on any portion of the Property; iv) Seller has delivered (or will deliver within the time provided in Section 3.1) to Purchaser true and complete copies of all permits, licenses and approvals in Seller or in Seller's possession or control and relating to the ownership and operation of the Property (the "Permits"). Any permits, licenses and approvals relating solely to the operation of the Property are not included in the foregoing. To the best of Seller's knowledge, the Permits are in full force and effect and free from default. Seller has not received any written notice that any license, permit or approval is required in connection with the current ownership or use of the Property; v) There are no pending, or to Seller's knowledge, threatened, judicial, administrative, condemnation or eminent domain proceedings or investigations relating to the Property; vi) All sums payable by reason of any labor or materials furnished with respect to the Property, and all sums payable with respect to the production and issuance of the Reports and the Permits, have been, or at or prior to Closing will be, paid in full, and Seller has no knowledge of any material disputes in connection therewith; vii) Since the Property has been an asset of a municipality, it has not appeared on the tax rolls and there have not been any tax bills issued by any applicable federal, state or local governmental authority to the Seller with respect to the Property. No portion of the Property comprises part of a tax parcel which includes property other than property comprising all or a portion of the Property. No application or proceeding is pending with respect to the establishment of such taxes. There are no tax refund proceedings relating to the Property which are currently pending. There are no special taxes or assessments to be levied against the Property nor is the Seller aware of any change in the tax assessment of the Property; viii) Seller has not granted any option or right of first refusal or first opportunity to any party to acquire any interest in any of the Property; ix) To the Seller's knowledge, the Seller has not failed to deliver to Purchaser a true and complete copy of any written report or document in Seller possession or control that materially affects the development, ownership, leasing, value or use of the Property; x) Seller is the sole owner of fee simple title to the Property; and xi) The Property is serviced by municipal sewer and water, and has access to gas and electric utilities.

Representations Concerning the Property. (i) Except for the Seller has delivered or made available to Purchaser copies that are complete in all material respects of all Leases existing rental agreement with the North Fairhaven Improvement Association , there are no leases, licenses or other occupancy agreements affecting all or any portion as of the PropertyEffective Date that are in Seller’s possession or control; (ii) Except for To the existing rental agreement with best of Seller’s knowledge, as of the North Fairhaven Improvement Association , Effective Date: (1) Seller has is not entered into currently in default of its material obligations as landlord under any commitments or agreements with any governmental authorities or agencies or with any other Person affecting the Property that are not a matter of public record at the registry of deeds for the PropertyTenant’s Lease; and (2) Seller has not received any written notice requiring the correction no Tenant is currently in default of any condition with respect to the Property, or any part thereof, by reason of any alleged violation of any applicable federal, state, county or municipal law, code, rule or regulation, or stating that any investigation has been commenced or is contemplated regarding any of the samematerial obligation under its Lease; (iii) Seller has delivered (or will deliver within the time provided in Section 4.1) to Purchaser (without representation or warranty, express or implied) true and complete copies of all plans, specifications, engineering, geotechnical, environmental, planning and other similar studies or reports (whether draft or final) in the possession or control of the Seller relating to the Property (the "Reports"). Except as set forth in on the ReportsRent Roll, Seller has not received any written notice ofas of the date of the Rent Roll: (1) the presence of no Rent has been paid by any Hazardous Materials at the Property Tenant more than one month in violation of any Environmental Law or that require any remediation or investigationadvance; or and (2) the presence no Security Deposits are held by or on behalf of any underground storage tanks on any portion of the PropertySeller; (iv) There is not any current or pending litigation against Seller that would, in the reasonable judgment of Seller, if determined adversely to Seller, materially and adversely affect Purchaser or the Property following Closing and to Seller’s knowledge, no such litigation has been threatened against Seller in writing; (v) To the best of Seller’s knowledge, Seller has delivered (or will deliver within the time provided in Section 3.1) made available to Purchaser true and complete copies of all permits, licenses and approvals in Seller or Contracts that are in Seller's ’s possession or control and relating to materially affect the ownership ownership, use and operation of the Property (the "Permits"). Any permits, licenses and approvals relating solely to the operation of the Property are not included in the foregoing. To the best of Seller's knowledge, the Permits are in full force and effect and free from default. Seller has not received any written notice that any license, permit or approval is required in connection with the current ownership or use of the Property; v(vi) To Seller’s knowledge, since the date of the Survey there has not been any material physical change to the Property shown on the Survey that would be shown on a current update of the Survey, provided, however that this representation shall expire upon Purchaser’s receipt of the Updated Survey prior to Closing to the extent that the Updated Survey is consistent with the representation set forth in this subparagraph (vi). The Updated Survey will be deemed to be consistent with the representation contained herein unless Purchaser delivers notice of such inconsistency to Seller within five(5) Business Days of Purchaser’s receipt of the Updated Survey; (vii) Exhibit N attached hereto lists all of the leasing brokerage agreements executed by Seller with respect to the Property (the “Brokerage Agreement”) and Seller has delivered or made available to Purchaser true and correct copies of the Brokerage Agreement that is in Seller’s possession or control; (viii) To Seller’s knowledge, except with respect to the Avis Work and the St. Pxxx Travelers Unpaid Allowance, (x) all brokerage commissions payable by Seller with respect to the current terms of the Leases have been paid and (y) all tenant improvement allowances payable with respect to the current terms of the Leases have been paid; (ix) There are no pending, or to Seller's knowledge, threatened, judicial, administrative, condemnation or eminent domain real estate tax abatement proceedings or investigations relating pending with respect to the Property; vi(x) All sums payable by reason of any labor or materials furnished with respect to the Property, and all sums payable with respect to the production and issuance The transaction will not be a Prohibited Transaction because of the Reports and the Permits, have been, or at or prior to Closing will be, paid in full, and Seller has no knowledge availability of any material disputes in connection therewith;an exemption under ERISA; and vii) Since the Property has been an asset of a municipality, it has not appeared on the tax rolls and there have not been any tax bills issued by any applicable federal, state or local governmental authority to the Seller with respect to the Property. No portion of the Property comprises part of a tax parcel which includes property other than property comprising all or a portion of the Property. No application or proceeding is pending with respect to the establishment of such taxes. There are no tax refund proceedings relating to the Property which are currently pending. There are no special taxes or assessments to be levied against the Property nor is the Seller aware of any change in the tax assessment of the Property; viii) Seller has not granted any option or right of first refusal or first opportunity to any party to acquire any interest in any of the Property; ix) To the Seller's knowledge, the Seller has not failed to deliver to Purchaser a true and complete copy of any written report or document in Seller possession or control that materially affects the development, ownership, leasing, value or use of the Property; x(xi) Seller is the sole owner of fee simple title carrying property insurance at 100% replacement cost, subject to the Property; and xi) The Property is serviced by municipal sewer and water, and has access to gas and electric utilitiesSeller’s deductible.

Representations Concerning the Property. (i) Except for To the existing rental agreement with the North Fairhaven Improvement Association best of Seller’s knowledge, there are no leases, licenses (1) Seller has delivered or other occupancy agreements affecting all or any portion made available to Purchaser a complete copy of the Property;Ground Lease, (2) the Ground Lease is in full force and effect, (3) the Ground Lease is the only lease of the Land entered into by Seller concerning the Land, (4) Seller has not previously assigned its interest in the Ground Lease, and (5) Seller’s interest as landlord under the Ground Lease is free and clear of any lien or encumbrance other than matters which Seller reasonably believes will constitute "Permitted Encumbrances." (ii) Seller has received no written notice from Tenant claiming that Seller is currently in default in its material obligations as landlord under the Ground Lease. (iii) Except for the existing rental agreement with the North Fairhaven Improvement Association as set forth on Exhibit N: (y) no Rent has been paid by Tenant more than one month in advance, and (z) no Security Deposits have been paid to Seller or its agents. (iv) Seller has not entered into any material commitments or agreements with any governmental authorities or agencies or with any other Person affecting the Property that except for agreements that: (1) have been disclosed in writing to Purchaser; or (2) are not a matter of public record at and included in the registry of deeds for Title Commitment. (v) Seller has received no written notice from any governmental authorities: (1) that there currently is any pending condemnation or eminent domain proceeding relating to the Real Property; and , or (2) that any such proceeding is currently contemplated. (vi) Seller has not received any written notice from any governmental agency requiring the correction of any condition with respect to the Property, or any part thereof, by reason of any alleged a material violation of any applicable federal, state, county or municipal law, code, rule or regulation, which has not been cured or stating waived. (vii) Seller has received no written notice that any investigation has been commenced litigation materially affecting the Property is pending or is contemplated regarding any of the same;currently threatened. iii(viii) Seller has delivered (or will deliver within the time provided in Section 4.1) to Purchaser (without representation or warranty, express or implied) true and complete copies of all plans, specifications, engineering, geotechnical, environmental, planning and other similar studies or reports (whether draft or final) in the possession or control of the Seller relating to the Property (the "Reports"). Except as set forth in the Reports, Seller has not received any written notice of: (1) the presence of any Hazardous Materials at the Property in violation of any Environmental Law or that require any remediation or investigation; or (2) the presence of any underground storage tanks on any portion of the Property; iv) Seller has delivered (or will deliver within the time provided in Section 3.1) made available to Purchaser true and complete copies of all permits, licenses and approvals in Seller or Contracts that are in Seller's ’s possession or control and relating control, and, to the ownership and operation of the Property (the "Permits"). Any permits, licenses and approvals relating solely to the operation of the Property are not included in the foregoing. To the best of Seller's ’s knowledge, the Permits such Contracts are in full force and effect and free from defaulteffect. (ix) Seller has delivered or made available to Purchaser the Reports. Seller and Purchaser acknowledge and agree that (i) Seller has limited knowledge concerning the environmental condition of the Real Property or the Improvements, (ii) the Real Property is ground leased to Tenant pursuant to the Ground Lease which provides environmental covenants on the part of the Tenant, (iii) Purchaser has conducted or will conduct such investigation of the environmental condition of the Real Property and the Improvements as Purchaser deems necessary or prudent, and (iv) Purchaser will rely solely on the Tenant’s covenants in the Ground Lease, the information in the Reports, and Purchaser’s investigation with respect to such environmental condition and not on any Seller covenant, representation or warranty, with respect to the presence or absence of Hazardous Materials on the Real Property or in the Improvements. (x) Owner holds fee simple title to the Real Property free of liens or encumbrances except for the Permitted Exceptions. (xi) Except as disclosed in the Title Commitment, there are, to the best of the knowledge of Seller’s Representative, no special taxes or assessments that have been enacted but not yet levied upon any of the Real Property by a Governmental Authority. All real property taxes and assessments and Operating Expenses due and payable in respect of the Real Property have been paid prior to becoming delinquent or, by the Closing Date, will have been paid. (xii) Owner has not received granted to any Person any currently effective option to purchase or right of first refusal with regard to Owner’s interest in the Real Property. (xiii) At the time of Closing there will be no outstanding written notice that or oral contracts made by Seller for any license, permit or approval is required in connection with the current ownership or use of the Property; v) There are no pending, or to Seller's knowledge, threatened, judicial, administrative, condemnation or eminent domain proceedings or investigations relating improvements to the Property; vi) All sums payable by reason of Real Property which have not been fully paid for and Seller shall cause to be discharged all mechanics’ and materialmen’s liens arising from any labor or materials furnished to the Real Property at the request or on behalf of Seller prior to the time of Closing. (xiv) Seller’s Representative does not know of any facts nor has Seller’s Representative failed to disclose any fact which would prevent Purchaser from leasing the Real Property after Closing in the manner currently leased. (xv) There are no obligations in connection with the Property which will be binding upon Seller after Closing, except (i) matters which are set forth in the Title Commitment, (ii) the Contracts to which Owner is a party, and (iii) the Ground Lease. (xvi) There are no tenant allowances, tenant improvement costs, landlord’s work obligations or leasing commissions owed by Seller that are not disclosed on Exhibit M attached hereto. (xvii) Seller is not a party to or bound by any collective bargaining or union agreement with respect to the Property, and all sums payable with respect to the production and issuance of the Reports and the Permits, have been, or at or prior to Closing will be, paid in full, and Seller has no knowledge of any material disputes in connection therewith; vii) Since the Property has been an asset of a municipality, it has not appeared on the tax rolls and there have not been any tax bills issued by any applicable federal, state or local governmental authority to the Seller with respect to the Property. No portion of the Property comprises part of a tax parcel which includes property other than property comprising all or a portion of the Property. No application or proceeding is pending with respect to the establishment of such taxes. There are no tax refund proceedings relating to the Property which are currently pending. There are no special taxes or assessments to be levied against the Property nor is the Seller aware of any change in the tax assessment of the Property; viii) Seller has not granted any option or right of first refusal or first opportunity to any party to acquire any interest in any of the Property; ix) To the Seller's knowledge, the Seller has not failed to deliver to Purchaser a true and complete copy of any written report or document in Seller possession or control that materially affects the development, ownership, leasing, value or use of the Property; x) Seller is the sole owner of fee simple title to the Property; and xi) The Property is serviced by municipal sewer and water, and has access to gas and electric utilities.

Representations Concerning the Property. (i) Except for To the existing rental agreement with best of Seller’s knowledge, as of the North Fairhaven Improvement Association , Effective Date: (A) there are no leasesLeases in effect with respect to the Property except for the Leases listed on the Lease Schedule; provided, licenses however, that the foregoing is not intended (and shall not be construed) as a representation or other occupancy agreements affecting all or warranty by Seller that any portion particular Lease will be in effect as of the PropertyClosing; (B) the Leases listed on the Lease Schedule contain the entire agreement between Seller and the applicable Tenant with respect to the premises demised under the applicable Lease; and (C) all amounts due and payable by Seller under the Leases on or before the Effective Date have been paid in full; (ii) Except for To the existing rental agreement with the North Fairhaven Improvement Association best of Seller’s knowledge, Seller has not entered into any commitments delivered or agreements with any governmental authorities or agencies or with any other Person affecting the Property made available to Purchaser copies that are complete in all material respects of all Leases; (iii) To the best of Seller’s knowledge Seller has received no written notice from any Tenant claiming that Seller is in default in its obligations as landlord under such Tenant’s Lease that has not a matter of public record at the registry of deeds for the Property; and been cured or waived; (2iv) Seller has not received any written notice of any pending or threatened litigation against Seller that would, if determined adversely to Seller, have a Material Adverse Effect from and after Closing; (v) Seller has delivered or made available to Purchaser copies that are complete in all material respects of all Material Contracts that are in Seller’s possession or control. Seller has not received any written notice of default by Seller under any Material Contract that has not been cured or waived; and (vi) Seller has not received any written notice from any governmental agency requiring the correction of any condition with respect to the Real Property, or any part thereof, by reason of any alleged a material violation of any applicable federal, state, county or municipal law, code, rule or regulation, or stating that any investigation has been commenced or is contemplated regarding any of the same; iii) Seller has delivered (or will deliver within the time provided in Section 4.1) to Purchaser (without representation or warranty, express or implied) true and complete copies of all plans, specifications, engineering, geotechnical, environmental, planning and other similar studies or reports (whether draft or final) in the possession or control of the Seller relating to the Property (the "Reports"). Except as set forth in the Reports, Seller has not received any written notice of: (1) the presence of any Hazardous Materials at the Property in violation of any Environmental Law been cured or that require any remediation or investigation; or (2) the presence of any underground storage tanks on any portion of the Property; iv) Seller has delivered (or will deliver within the time provided in Section 3.1) to Purchaser true and complete copies of all permits, licenses and approvals in Seller or in Seller's possession or control and relating to the ownership and operation of the Property (the "Permits"). Any permits, licenses and approvals relating solely to the operation of the Property are not included in the foregoing. To the best of Seller's knowledge, the Permits are in full force and effect and free from default. Seller has not received any written notice that any license, permit or approval is required in connection with the current ownership or use of the Property; v) There are no pending, or to Seller's knowledge, threatened, judicial, administrative, condemnation or eminent domain proceedings or investigations relating to the Property; vi) All sums payable by reason of any labor or materials furnished with respect to the Property, and all sums payable with respect to the production and issuance of the Reports and the Permits, have been, or at or prior to Closing will be, paid in full, and Seller has no knowledge of any material disputes in connection therewith; vii) Since the Property has been an asset of a municipality, it has not appeared on the tax rolls and there have not been any tax bills issued by any applicable federal, state or local governmental authority to the Seller with respect to the Property. No portion of the Property comprises part of a tax parcel which includes property other than property comprising all or a portion of the Property. No application or proceeding is pending with respect to the establishment of such taxes. There are no tax refund proceedings relating to the Property which are currently pending. There are no special taxes or assessments to be levied against the Property nor is the Seller aware of any change in the tax assessment of the Property; viii) Seller has not granted any option or right of first refusal or first opportunity to any party to acquire any interest in any of the Property; ix) To the Seller's knowledge, the Seller has not failed to deliver to Purchaser a true and complete copy of any written report or document in Seller possession or control that materially affects the development, ownership, leasing, value or use of the Property; x) Seller is the sole owner of fee simple title to the Property; and xi) The Property is serviced by municipal sewer and water, and has access to gas and electric utilitieswaived.