Common use of Representations Warranties and Covenants of Lessor Clause in Contracts

Representations Warranties and Covenants of Lessor. Lessor represents, warrants and covenants for the benefit of Bondholder and Lessee, as follows: (a) Lessor is a municipal corporation duly created and validly existing under the Constitution and laws of the State. (b) Lessor will exercise its best efforts to preserve and keep in full force and effect its existence as a municipal corporation. (c) Lessor is authorized under the Constitution and laws of the State to issue the Bond and to enter into this Agreement, the Escrow Agreement, the Tax Compliance Agreement and the transactions contemplated hereby and to perform all of its obligations hereunder. (d) Lessor has duly authorized the issuance of the Bond and the execution and delivery of this Agreement, the Escrow Agreement and the Tax Compliance Agreement under the terms and provisions of the resolution of its governing body or by other appropriate official approval, and further represents, covenants and warrants that all requirements have been met and procedures have occurred in order to ensure the enforceability of the Bond, this Agreement, the Escrow Agreement and the Tax Compliance Agreement against Lessor, and Lessor has complied with such public bidding requirements as may be applicable to the Bond, this Agreement, the Escrow Agreement and the Project. Lessor has taken all necessary action and has complied with all provisions of the Act, including but not limited to the making of the findings required by the Act, required to make the Bond, this Agreement, the Escrow Agreement and the Tax Compliance Agreement the valid and binding obligation of Lessor. (e) The officer of Lessor executing the Bond, this Agreement, the Escrow Agreement, the Tax Compliance Agreement and any related documents has been duly authorized to issue the Bond and to execute and deliver this Agreement, the Escrow Agreement and the Tax Compliance Agreement and such related documents under the terms and provisions of a resolution of Lessor's governing body, or by other appropriate official action. (f) The Bond, this Agreement, the Escrow Agreement and the Tax Compliance Agreement are legal, valid and binding obligations of Lessor, enforceable in accordance with their respective terms, except to the extent limited by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. (g) Lessor has assigned to Bondholder all of Lessor's rights in the Project and this Agreement (except any indemnification payable to Lessor pursuant to Sections 7.07(d) and 7.12 hereof and notice to Lessor pursuant to Section 12.03 hereof) including the assignment of all rights in the security interest granted to Lessor by Lessee. (h) Lessor will not pledge, mortgage or assign this Agreement or its duties and obligations hereunder to any person, firm or corporation, except as provided under the terms hereof. (i) None of the issuance of the Bond or the execution and delivery of this Agreement, the Escrow Agreement or the Tax Compliance Agreement, the consummation of the transactions contemplated hereby or the fulfillment of or compliance with the terms and conditions of the Bond, this Agreement, the Escrow Agreement or the Tax Compliance Agreement violates any law, rule, regulation or order, conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which Lessor is now a party or by which it is bound or constitutes a default under any of the foregoing or results in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Lessor under the terms of any instrument or agreement. (j) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best of Lessor's knowledge, threatened against or affecting Lessor, challenging Lessor's authority to issue the Bond or to enter into this Agreement, the Escrow Agreement or the Tax Compliance Agreement or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of the Bond, this Agreement, the Escrow Agreement or the Tax Compliance Agreement or any other transaction of Lessor which is similar hereto, or the exclusion of the Interest from gross income for federal tax purposes under the Code, or would materially and adversely affect any of the transactions contemplated by this Agreement. (k) Lessor will submit or cause to be submitted to the Secretary of the Treasury a Form 8038 (or other information reporting statement) at the time and in the form required by the Code. (l) The issuance of the Bond for the purpose of financing the Project has been approved by the "applicable elected representative" (as defined in Section 147(f) of the Code) of Lessor after a public hearing held upon reasonable notice. (m) Lessor will comply fully at all times with the Tax Compliance Agreement, and Lessor will not take any action, or omit to take any action, which, if taken or omitted, respectively, would violate the Tax Compliance Agreement. (n) Lessor will take no action that would cause the Interest to become includable in gross income for federal income tax purposes under the Code (including, without limitation, intentional acts under Treas. Reg. ss. 1.148-2(c) or consenting to a deliberate action within the meaning of Treas. Reg. ss. 1.141-2(d)), and Lessor will take and will cause its officers, employees and agents to take all affirmative actions legally within its power necessary to ensure that the Interest does not become includable in gross income of the recipient for federal income tax purposes under the Code (including, without limitation, the calculation and payment of any rebate required to preserve such exclusion).

Representations Warranties and Covenants of Lessor. 6.1 The representations and other statements made by the Lessor represents, in any of the Recitals and other parts of the Lease Deed are true and will remain For MERITON INFOTECH PVT. LTD Markit India Services Pvt. Ltd. [/s/ Xxxx Xxxxxxx] [/s/ Xxxxxx Xxxxxxxx] Authorised Signatory Director/Authorized Signatory [Stamp duty paid] true throughout the term of the Lease Deed. The Lessor hereby represents and warrants and covenants for the benefit of Bondholder and Lessee, as followsthat: (ai) The Lessor is a municipal corporation company duly created incorporated and validly existing registered under the Constitution Companies Act, 1956 and laws of the Stateis validly existing. (bii) Lessor will exercise its best efforts Subject to preserve the Noida Lease Deed and keep in full force and effect its existence as a municipal corporation. (c) Lessor is authorized under accordance with the Constitution and laws rent permission obtained in respect of the State to issue Demised Premises, the Bond Lessor has full legal right, power and authority to enter into this Agreement, the Escrow Agreement, the Tax Compliance Agreement and the transactions contemplated hereby Lease Deed and to perform all of its obligations hereunderas set forth herein. (diii) Lessor has duly authorized the issuance The execution and performance of this Lease Deed does not and will not conflict with or contravene any provision of the Bond Lessor’s charter documents or any agreement, document, or other obligation to which it is subject. (iv) Subject to the terms of the Noida Lease Deed and except for the execution encumbrances in favor of Axis Bank Limited and delivery of this AgreementING Vysya Bank Limited, the Escrow Agreement Lessor is the sole owner of the Property and has absolute title, rights and interest in the Tax Compliance Agreement under Property and is in possession of the same and that no other person has any right, title or interest in the Property. (v) The Property including the Base Building has been constructed in accordance with the terms and provisions of the resolution of its governing body or by other appropriate official approvalNoida Lease Deed, sanctioned building plans for the Property and further representsis in compliance with Noida For MERITON INFOTECH PVT. LTD Markit India Services Pvt. Ltd. [/s/ Xxxx Xxxxxxx] [/s/ Xxxxxx Xxxxxxxx] Authorised Signatory Director/Authorized Signatory [Stamp duty paid] building bye-laws, covenants rules and warrants that all requirements have been met and procedures have occurred in order to ensure the enforceability of the Bond, this Agreement, the Escrow Agreement and the Tax Compliance Agreement against Lessor, and Lessor has complied with such public bidding requirements as may be regulations applicable to the Bond, this Agreement, the Escrow Agreement construction and the Project. Lessor has taken all necessary action and has complied with all provisions upkeep of the Act, including but not limited to the making of the findings required by the Act, required to make the Bond, this Agreement, the Escrow Agreement and the Tax Compliance Agreement the valid and binding obligation of LessorProperty. (evi) The officer There is no pending litigation relating to the Property and there is no information relating to the Property known to the Lessor, which may lead to sealing or closure of Lessor executing the BondDemised Premises or which may adversely impact the intended use and occupancy by the Lessee of the Demised Premises. Further, this Agreementto the best of the Lessor’s knowledge, as on date, there is no acquisition for public purpose proceedings or litigation or administrative actions or other matters which may adversely impact the Escrow Agreement, intended use and occupancy by the Tax Compliance Agreement and any related documents has been duly authorized to issue Lessee of the Bond and to execute and deliver this Agreement, the Escrow Agreement and the Tax Compliance Agreement and such related documents under the terms and provisions of a resolution of Lessor's governing body, or by other appropriate official actionDemised Premises. (fvii) The BondThere are no leases, this Agreementsubleases, licenses or agreements, written or oral, granting to any party or parties the Escrow Agreement and right of use or occupancy of any portion of the Tax Compliance Agreement are legal, valid and binding obligations of Lessor, enforceable in accordance with their respective terms, except to the extent limited by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rightsDemised Premises. (gviii) Lessor has assigned The rent permission for leasing the Demised Premises to Bondholder the Lessee from NOIDA and no objection certificate from all of Lessor's rights in the Project lenders having a charge on the Property have been validly obtained and this Agreement (except any indemnification payable to Lessor pursuant to Sections 7.07(d) and 7.12 hereof and notice to Lessor pursuant to Section 12.03 hereof) including as on date no other third party approval is required for leasing the assignment of all rights in the security interest granted to Lessor by LesseeDemised Premises. (hix) There is no claim, mortgage, lien, charge, right or any other encumbrances in relation to the Property other than an equitable mortgage in favor of ING Vysya Bank Limited and Axis Bank For MERITON INFOTECH PVT. LTD Markit India Services Pvt. Ltd. [/s/ Xxxx Xxxxxxx] [/s/ Xxxxxx Xxxxxxxx] Authorised Signatory Director/Authorized Signatory [Stamp duty paid] Limited and the Lessor will not pledge, mortgage or assign this Agreement or its duties and obligations hereunder to any person, firm or corporation, except as provided under is in compliance with the terms hereofof its facilities with ING Vysya Bank Limited and Axis Bank Limited. (x) The Property is in compliance with the terms of the Noida Lease Deed, all applicable Noida building bye-laws and regulations, environmental laws, electricity laws, fire safety laws, regulations and notifications issued from time to time in respect of the Property including compliance with the terms of conditions of the environmental clearance certificate and consent to operate. 6.2 The Lessor hereby covenants that: (i) None The Lessor shall not do any act, matter or thing which would or might constitute a breach of any mandatory orders, regulations and bye-laws (statutory or otherwise) made by the Government, statutory or other authorities including the NOIDA Authority from time to time. (ii) The Lessor shall, at its sole cost and expense, comply with all future laws that may mandate or require structural modifications or other capital improvements to be performed to the Base Building unless such laws specifically apply solely by reason of the issuance Lessee’s particular use of the Bond Demised Premises. (iii) The Lessor shall maintain and repair the Base Building’s exterior and interior public portions, common areas, structure, foundation For MERITON INFOTECH PVT. LTD Markit India Services Pvt. Ltd. [/s/ Xxxx Xxxxxxx] [/s/ Xxxxxx Xxxxxxxx] Authorised Signatory Director/Authorized Signatory [Stamp duty paid] and roof, and plumbing, electrical, heating, ventilating, air conditioning and other mechanical systems in accordance with all government requirements and keep them in a good working condition. (iv) The Lessor shall be liable to bear and pay on a timely basis all taxes, (including property tax, cess, annual lease rent) to NOIDA, any other charges or any penalties that may be imposed by any statutory central, state, municipal and/or local authorities on the execution and delivery of this Agreement, Lessor pertaining to the Escrow Agreement or the Tax Compliance Agreement, the consummation of the transactions contemplated hereby or the fulfillment of or compliance with Property. (v) Subject to fulfilling the terms and conditions of the Bond, this AgreementLease Deed, the Escrow Agreement or Lessee will enjoy freedom to peacefully access, occupy and operate from the Tax Compliance Agreement violates Demised Premises 365 days a year, 24 hours a day without any lawhindrance, rule, regulation or order, conflicts with or results in a breach obstruction and limitation and at no extra additional charge of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which Lessor is now a party or by which it is bound or constitutes a default under any of the foregoing or results in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Lessor under the terms of any instrument or agreementkind. (jvi) There The Lessor shall provide the Maintenance Services as specified in the Maintenance Agreement through a reputed Property Manager as envisaged herein. The Lessor shall at its sole cost and expense comply, and take all necessary actions to cause the Property Manager to comply, with all applicable mandatory central, state and local requirements. For MERITON INFOTECH PVT. LTD Markit India Services Pvt. Ltd. [/s/ Xxxx Xxxxxxx] [/s/ Xxxxxx Xxxxxxxx] Authorised Signatory Director/Authorized Signatory [Stamp duty paid] (vii) The Lessor shall provide the Demised Premises with water from a reliable source. The Lessor shall ensure that there is no actionsufficient quantity of water which will be of a quality sufficient to meet the needs of the Demised Premises which will include drinking water, suitwater for toilets, proceedingmaintenance and operation of the systems and equipment and maintenance of the common areas and gardens. The applicable usage charges towards consumption of water by the Lessee shall be included as part of the Maintenance Charges. (viii) The Lessor confirms that throughout the term of the lease including any Renewal Term, claimthe Lessor will comply with (i) all laws, inquiry rules and regulations applicable to the Property; (ii) terms of the Noida Lease Deed and other conditions imposed from time to time by NOIDA; and (iii) terms of all other approvals obtained or investigationrequired to be obtained by the Lessor. (ix) The Lessor undertakes to acknowledge and give valid receipts for each and every payment made by the Lessee to the Lessor or his order and such receipts will be duly stamped and signed by the Lessor or his duly authorised agents, which shall be the conclusive proof of such payments. (x) The Lessor shall be responsible for all structural repairs and maintenance including interior and exterior structure of the For MERITON INFOTECH PVT. LTD Markit India Services Pvt. Ltd. [/s/ Xxxx Xxxxxxx] [/s/ Xxxxxx Xxxxxxxx] Authorised Signatory Director/Authorized Signatory [Stamp duty paid] Demised Premises, roof space, exterior walls, bearing walls, support beams, foundation, columns, exterior doors and windows, plumbing and sanitary work, and elevators provided by it. The costs of such structural repair and maintenance shall be borne by the Lessor. (xi) The Lessee shall have the right to install dish antenna at the roof top of the Base Building for television connectivity. The Lessor shall not object for the same in any manner whatsoever and shall assist the Lessee in case any approvals, permissions, licenses are required from local, state or central government. 6.3 The Lessee agrees and understands that: (i) The Lessor or its representatives shall have the right to inspect the Demised Premises with reasonable written notice of 48 hours. Lessor shall, at law all times, undertake regular preventive maintenance of all electro-mechanical equipment which shall include, but not limited to, chillers plant, DG sets AHU’s etc. (ii) The Lessor shall have right to sell, transfer, lease, license, mortgage or otherwise part with possession of the Property. However, in equity, before or by the case of a proposed sale/ transfer of any court, regulatory agency, public board or body pending or, part of the Property to the best of Lessor's knowledge, threatened against or affecting Lessor, challenging Lessor's authority to issue the Bond or to enter into this Agreementany third party, the Escrow Agreement Lessor shall ensure that such third party buyer/ transferee shall execute with the Lessee, For MERITON INFOTECH PVT. LTD Markit India Services Pvt. Ltd. [/s/ Xxxx Xxxxxxx] [/s/ Xxxxxx Xxxxxxxx] Authorised Signatory Director/Authorized Signatory [Stamp duty paid] appropriate documents to protect the interests of the Lessee under the relevant agreements. Further, no such change in ownership of the Demised Premises or the Tax Compliance Agreement or any other action wherein an unfavorable ruling or finding would part shall adversely affect the enforceability provision of the Bond, this Agreement, the Escrow Agreement or the Tax Compliance Agreement or any other transaction of Lessor which is similar hereto, or the exclusion of the Interest from gross income for federal tax purposes Maintenance Services to be provided as envisaged under the Code, or would materially Lease Deed and adversely affect any of the transactions contemplated by this Maintenance Agreement. (k) Lessor will submit or cause to be submitted to the Secretary of the Treasury a Form 8038 (or other information reporting statement) at the time and in the form required by the Code. (l) The issuance of the Bond for the purpose of financing the Project has been approved by the "applicable elected representative" (as defined in Section 147(f) of the Code) of Lessor after a public hearing held upon reasonable notice. (m) Lessor will comply fully at all times with the Tax Compliance Agreement, and Lessor will not take any action, or omit to take any action, which, if taken or omitted, respectively, would violate the Tax Compliance Agreement. (n) Lessor will take no action that would cause the Interest to become includable in gross income for federal income tax purposes under the Code (including, without limitation, intentional acts under Treas. Reg. ss. 1.148-2(c) or consenting to a deliberate action within the meaning of Treas. Reg. ss. 1.141-2(d)), and Lessor will take and will cause its officers, employees and agents to take all affirmative actions legally within its power necessary to ensure that the Interest does not become includable in gross income of the recipient for federal income tax purposes under the Code (including, without limitation, the calculation and payment of any rebate required to preserve such exclusion).

Representations Warranties and Covenants of Lessor. Lessor represents, warrants and covenants for the benefit of Bondholder and Lessee, to Lessee as follows: (a) Lessor is a municipal corporation duly created authorized to and validly existing has the full power and authority to enter into this First Amendment and to perform all of Lessor’s obligations under the Constitution and laws of the StateLease Agreement as amended hereby. (b) Except as expressly identified in this First Amendment, Lessor will exercise its best efforts to preserve owns the Leasehold Premises free and keep clear of any mortgage, deed of trust, or other lien secured by any legal or beneficial interest in full force the Leasehold Premises, or any right of any individual, entity or governmental authority arising under an option, right of first refusal, lease, license, easement or other instrument other than any rights of Lessee arising under the Lease Agreement as amended hereby and effect its existence as a municipal corporationthe rights of utility providers under recorded easements. (c) Upon Lessee’s request, Lessor is authorized shall discharge and cause to be released (or, if approved by Lessee, subordinated to Lessee’s rights under the Constitution and laws Lease Agreement as amended hereby) any mortgage, deed of trust, lien or other encumbrance that may now or hereafter exist against the State to issue the Bond and to enter into this Agreement, the Escrow Agreement, the Tax Compliance Agreement and the transactions contemplated hereby and to perform all of its obligations hereunderLeasehold Premises. (d) Upon Lessee’s request, Lessor shall cure any defect in Lessor’s title to the Leasehold Premises which in the reasonable opinion of Lessee has duly authorized the issuance or may have an adverse effect on Lessee’s use or possession of the Bond and the execution and delivery of this Agreement, the Escrow Agreement and the Tax Compliance Agreement under the terms and provisions of the resolution of its governing body or by other appropriate official approval, and further represents, covenants and warrants that all requirements have been met and procedures have occurred in order to ensure the enforceability of the Bond, this Agreement, the Escrow Agreement and the Tax Compliance Agreement against Lessor, and Lessor has complied with such public bidding requirements as may be applicable to the Bond, this Agreement, the Escrow Agreement and the Project. Lessor has taken all necessary action and has complied with all provisions of the Act, including but not limited to the making of the findings required by the Act, required to make the Bond, this Agreement, the Escrow Agreement and the Tax Compliance Agreement the valid and binding obligation of LessorLeasehold Premises. (e) The officer of Lessor executing Lessee is not currently in default under the Bond, this Lease Agreement, the Escrow Agreement, the Tax Compliance Agreement and any related documents has been duly authorized to issue the Bond and to execute and deliver this AgreementLessor’s knowledge, no event or condition has occurred or presently exists which, with notice or the Escrow Agreement and the Tax Compliance Agreement and such related documents passage of time or both, would constitute a default by Lessee under the terms and provisions of a resolution of Lessor's governing body, or by other appropriate official actionLease Agreement. (f) The BondLessor agrees to execute and deliver such further documents and provide such further assurances as may be requested by Lessee to effect any release or cure referred to in this paragraph, this Agreement, carry out and evidence the Escrow Agreement full intent and purpose of the Tax Compliance Agreement are legal, valid and binding obligations of Lessor, enforceable in accordance with their respective terms, except to the extent limited by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. (g) Lessor has assigned to Bondholder all of Lessor's rights in the Project and this Agreement (except any indemnification payable to Lessor pursuant to Sections 7.07(d) and 7.12 hereof and notice to Lessor pursuant to Section 12.03 hereof) including the assignment of all rights in the security interest granted to Lessor by Lessee. (h) Lessor will not pledge, mortgage or assign this Agreement or its duties and obligations hereunder to any person, firm or corporation, except as provided parties under the terms hereof. (i) None Lease Agreement as amended hereby, and ensure Lessee’s continuous and uninterrupted use, possession and quiet enjoyment of the issuance of the Bond or the execution and delivery of this Agreement, the Escrow Agreement or the Tax Compliance Agreement, the consummation of the transactions contemplated hereby or the fulfillment of or compliance with the terms and conditions of the Bond, this Agreement, the Escrow Agreement or the Tax Compliance Agreement violates any law, rule, regulation or order, conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which Lessor is now a party or by which it is bound or constitutes a default under any of the foregoing or results in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Lessor Leasehold Premises under the terms of any instrument or agreementLease Agreement as amended hereby. (j) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best of Lessor's knowledge, threatened against or affecting Lessor, challenging Lessor's authority to issue the Bond or to enter into this Agreement, the Escrow Agreement or the Tax Compliance Agreement or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of the Bond, this Agreement, the Escrow Agreement or the Tax Compliance Agreement or any other transaction of Lessor which is similar hereto, or the exclusion of the Interest from gross income for federal tax purposes under the Code, or would materially and adversely affect any of the transactions contemplated by this Agreement. (k) Lessor will submit or cause to be submitted to the Secretary of the Treasury a Form 8038 (or other information reporting statement) at the time and in the form required by the Code. (l) The issuance of the Bond for the purpose of financing the Project has been approved by the "applicable elected representative" (as defined in Section 147(f) of the Code) of Lessor after a public hearing held upon reasonable notice. (m) Lessor will comply fully at all times with the Tax Compliance Agreement, and Lessor will not take any action, or omit to take any action, which, if taken or omitted, respectively, would violate the Tax Compliance Agreement. (n) Lessor will take no action that would cause the Interest to become includable in gross income for federal income tax purposes under the Code (including, without limitation, intentional acts under Treas. Reg. ss. 1.148-2(c) or consenting to a deliberate action within the meaning of Treas. Reg. ss. 1.141-2(d)), and Lessor will take and will cause its officers, employees and agents to take all affirmative actions legally within its power necessary to ensure that the Interest does not become includable in gross income of the recipient for federal income tax purposes under the Code (including, without limitation, the calculation and payment of any rebate required to preserve such exclusion).

Representations Warranties and Covenants of Lessor. As an inducement to Lessee to enter into and proceed under this Lease, Lessor represents, warrants and covenants for the benefit of Bondholder and Lessee, represents to Lessee as follows, which warranties, representations and covenants are true and correct as of the date of this Lease, to the actual knowledge of Lessor: (a) Lessor is a municipal corporation duly created has the right, power and validly existing under authority to enter into this Lease and to lease the Constitution Leased Premises to Lessee in accordance with the terms, provisions and laws of conditions contained in this Lease, and no other party has any right or option to lease the State.Leased Premises; (b) Lessor will exercise its best efforts to preserve has received no written notice and keep in full force has no actual knowledge of any litigation or action, pending or threatened, materially and effect its existence as a municipal corporation.adversely affecting the Leased Premises; (c) Lessor is authorized under the Constitution has received no written notice and laws has no actual knowledge of any pending or threatened Taking relating to all or any part of the State to issue the Bond and to enter into this Agreement, the Escrow Agreement, the Tax Compliance Agreement and the transactions contemplated hereby and to perform all of its obligations hereunder.Leased Premises; (d) the entry by Lessor has duly authorized the issuance of the Bond into this Lease with Lessee and the execution and delivery of this Agreement, the Escrow Agreement and the Tax Compliance Agreement under the terms and provisions of the resolution of its governing body or by other appropriate official approval, and further represents, covenants and warrants that all requirements have been met and procedures have occurred in order to ensure the enforceability of the Bond, this Agreement, the Escrow Agreement and the Tax Compliance Agreement against Lessor, and Lessor has complied with such public bidding requirements as may be applicable to the Bond, this Agreement, the Escrow Agreement and the Project. Lessor has taken all necessary action and has complied with all provisions of the Act, including but not limited to the making of the findings required by the Act, required to make the Bond, this Agreement, the Escrow Agreement and the Tax Compliance Agreement the valid and binding obligation of Lessor. (e) The officer of Lessor executing the Bond, this Agreement, the Escrow Agreement, the Tax Compliance Agreement and any related documents has been duly authorized to issue the Bond and to execute and deliver this Agreement, the Escrow Agreement and the Tax Compliance Agreement and such related documents under the terms and provisions of a resolution of Lessor's governing body, or by other appropriate official action. (f) The Bond, this Agreement, the Escrow Agreement and the Tax Compliance Agreement are legal, valid and binding obligations of Lessor, enforceable in accordance with their respective terms, except to the extent limited by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. (g) Lessor has assigned to Bondholder all of Lessor's rights in the Project and this Agreement (except any indemnification payable to Lessor pursuant to Sections 7.07(d) and 7.12 hereof and notice to Lessor pursuant to Section 12.03 hereof) including the assignment performance of all rights in the security interest granted to Lessor by Lessee. (h) Lessor will not pledge, mortgage or assign this Agreement or its duties and obligations hereunder to any person, firm or corporation, except as provided under the terms hereof. (i) None of the issuance of the Bond or the execution and delivery of this Agreement, the Escrow Agreement or the Tax Compliance Agreement, the consummation of the transactions contemplated hereby or the fulfillment of or compliance with the terms and conditions of the Bond, this Agreement, the Escrow Agreement or the Tax Compliance Agreement violates any law, rule, regulation or order, conflicts with or results in a breach of any of the terms, provisions and conditions contained herein will not, or provisions with the giving of notice or the passage of time, or both, would not, violate or cause a breach or default under any restriction or any other agreement or instrument relating to the Leased Premises to which Lessor is now a party or by which it is bound bound; (e) except as disclosed to Lessee or constitutes a default under any as is apparent from Lessee's inspection, there is no tenant, lessee or other occupant of the foregoing Leased Premises having any right or results in claim to possession or use of the creation Leased Premises; (f) there are no unpaid special assessments of which Lessor has received notice for sewer, sidewalk, water, paving, gas, electrical or imposition utility improvements or other capital expenditures affecting the Leased Premises; (g) Lessor has received no written notice and has no actual knowledge of any prohibited lien, charge or encumbrance violations of any nature whatsoever upon Legal Requirements affecting any portion of the property Leased Premises that materially affect the development of the Improvements; (h) To Lessor's actual knowledge, there is no notice from any Governmental Authority or assets of Lessor under the terms any Person, claiming any violation of any instrument Legal Requirement pertaining to Hazardous Materials or agreement.any liability thereunder, or requiring or calling any attention to the need for any Environmental Cleanup Work on or in connection with the Leased Premises, and Lessor, its agents or employees have not ever been informed of any threatened or proposed serving of any such notice of violation or corrective work order; (ji) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by Except for any court, regulatory agency, public board or body pending or, representations and warranties specifically with respect to the best condition of Lessor's knowledge, threatened against the Land or affecting Lessor, challenging Lessor's authority to issue the Bond or to enter into Leased Premises set forth in this Agreement, Lessor makes no representation or warranty with respect to the Escrow Agreement condition of the Land or the Tax Compliance Agreement Leased Premises or their fitness or availability for any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of the Bond, this Agreement, the Escrow Agreement or the Tax Compliance Agreement or any other transaction of Lessor which is similar hereto, or the exclusion of the Interest from gross income for federal tax purposes under the Code, or would materially and adversely affect any of the transactions contemplated by this Agreementparticular use. (k) Lessor will submit or cause to be submitted to the Secretary of the Treasury a Form 8038 (or other information reporting statement) at the time and in the form required by the Code. (l) The issuance of the Bond for the purpose of financing the Project has been approved by the "applicable elected representative" (as defined in Section 147(f) of the Code) of Lessor after a public hearing held upon reasonable notice. (m) Lessor will comply fully at all times with the Tax Compliance Agreement, and Lessor will not take any action, or omit to take any action, which, if taken or omitted, respectively, would violate the Tax Compliance Agreement. (n) Lessor will take no action that would cause the Interest to become includable in gross income for federal income tax purposes under the Code (including, without limitation, intentional acts under Treas. Reg. ss. 1.148-2(c) or consenting to a deliberate action within the meaning of Treas. Reg. ss. 1.141-2(d)), and Lessor will take and will cause its officers, employees and agents to take all affirmative actions legally within its power necessary to ensure that the Interest does not become includable in gross income of the recipient for federal income tax purposes under the Code (including, without limitation, the calculation and payment of any rebate required to preserve such exclusion).

Representations Warranties and Covenants of Lessor. As a material inducement to Lessee to enter into this Lease, Lessor represents, warrants and covenants to Lessee that as of Commencement Date: 3.9.1 The Improvements will have been constructed and equipped in accordance with the Plans, as amended or supplemented with the provisions of this Article 3, and the Improvements will be in compliance in all material respects with all applicable statutes, rules, regulations and requirements of all applicable governmental entities or agencies having jurisdiction over the Improvements, and its operation including without limitation the Americans with Disabilities Act, and the building code requirements of the city, county or other political subdivision in which the Facility is located. 3.9.2 The Improvements will be free from any material structural, electrical or mechanical defects and there will be no physical condition of the Improvements that could reasonably be expected to have a material adverse effect on the Lessee’s ability to use and operate the Leased Property for its Primary Intended Use. 3.9.3 There will be no physical condition of the Land or the Leased Improvements of which Lessor is aware that could reasonably be expected to have a material adverse effect on Lessee’s ability to use and operate the Leased Property for its Primary Intended Use. 3.9.4 The Land will be zoned or classified under applicable zoning ordinances or other land use regulations to permit the use and occupancy of the Leased Property as a skilled nursing facility. The Leased Improvements will be in compliance with all zoning or other land use regulations, public health, building code or other similar laws applicable thereto. 3.9.5 Lessor will be the sole owner of and will have good and marketable fee simple title to the Leased Property free and clear of all liens, encumbrances, rights or claims of other parties, limitations or restrictions on use, or other matters except for (i) Taxes (as hereinafter defined) for the benefit year 2010 not yet due and payable, (ii) easements for the installation and maintenance of Bondholder public utilities serving the Leased Property and Lesseesuch other easements that do not adversely affect, as follows: (a) Lessor is a municipal corporation duly created impede or hinder the use, occupancy and validly existing under the Constitution and laws enjoyment of the StateLeased Property by Lessee for its Primary Intended Use and (iii) those matters set forth on Exhibit C attached hereto (collectively the “Permitted Exceptions”). The Declaration will have been recorded in the real estate records of the Office of the County Clerk for Xxxxxx County. (b) 3.9.6 Lessor will exercise be a single asset entity that owns only the Leased Property. Lessor covenants with Lessee that, at all times during the Term of the Lease, Lessor shall maintain its best efforts to preserve and keep in full force and effect its existence status as a municipal corporationsingle asset entity and shall not acquire or own any material assets other than the Leased Property or engage in any business or activity other than the ownership, operation and maintenance of the Leased Property and activities incidental thereto. (c) Lessor is authorized under 3.9.7 There will be no encroachments upon the Constitution Land and laws no encroachments of any Leased Improvements onto adjacent property. None of the State to issue Leased Improvements will violate set-back, building or side lines, nor will they encroach on any easements located on the Bond and to enter into this Agreement, Leased Property. All utilities serving the Escrow Agreement, Facility will be in accordance with the Tax Compliance Agreement and the transactions contemplated hereby and to perform all of its obligations hereunderPlans. (d) Lessor has duly authorized the issuance of the Bond and the execution and delivery of this Agreement, the Escrow Agreement and the Tax Compliance Agreement under the terms and provisions of the resolution of its governing body or by other appropriate official approval, and further represents, covenants and warrants that all requirements have been met and procedures have occurred in order to ensure the enforceability of the Bond, this Agreement, the Escrow Agreement and the Tax Compliance Agreement against Lessor, and 3.9.8 Lessor has complied with such public bidding requirements as may be applicable with, and to the Bondactual knowledge of Lessor without investigation, this Agreementall prior owners and occupants of the Land have complied with, all applicable Hazardous Materials Laws. Except as duly licensed or authorized by appropriate governmental authorities or otherwise permitted by such Hazardous Materials Laws, neither Lessor, its affiliates or agents have allowed the Escrow Agreement and use, generation, treatment, handling, release, emission, manufacture, discharge, voluntary transmission, storage or removal of any Hazardous Materials on, at, over, in, from or upon the ProjectLand, nor to the actual knowledge of Lessor without investigation, has the Land ever been used for any of the foregoing. To the actual knowledge of Lessor without investigation, there are no polychlorinated biphenyls or friable asbestos or any substance containing asbestos in condition or amount deemed hazardous by any Hazardous Materials Laws present at the Leased Property. Lessor has taken all necessary action and not at any time engaged in nor permitted, nor to the actual knowledge of Lessor without investigation,, has complied with all provisions any prior owner or any tenant or other occupant of the ActLand engaged in or permitted, including but any dumping discharge, disposal, spillage or leakage (whether legal or illegal, accidental or intentional) of Hazardous Materials at, on, in, from or about the Land that would subject the Leased Property or Lessee to any clean-up obligations imposed by any governmental authorities. Lessor has not limited received or been issued any notice, demand, request for information, citation, summons, or complaint regarding an alleged failure to comply with any Hazardous Materials Laws. To the making actual knowledge of the findings required by the Act, required to make the Bond, this AgreementLessor without investigation,, the Escrow Agreement and Leased Property is not subject to any existing, pending or threatened investigation or inquiry by any governmental authority for failure to comply with any Hazardous Materials Laws. To the Tax Compliance Agreement the valid and binding obligation of Lessor. (e) The officer actual knowledge of Lessor executing the Bond, this Agreement, the Escrow Agreement, the Tax Compliance Agreement and any related documents has been duly authorized to issue the Bond and to execute and deliver this Agreement, the Escrow Agreement and the Tax Compliance Agreement and such related documents under the terms and provisions of a resolution of Lessor's governing body, or by other appropriate official action. (f) The Bond, this Agreement, the Escrow Agreement and the Tax Compliance Agreement are legal, valid and binding obligations of Lessor, enforceable in accordance with their respective terms, except to the extent limited by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. (g) Lessor has assigned to Bondholder all of Lessor's rights in the Project and this Agreement (except any indemnification payable to Lessor pursuant to Sections 7.07(d) and 7.12 hereof and notice to Lessor pursuant to Section 12.03 hereof) including the assignment of all rights in the security interest granted to Lessor by Lessee. (h) Lessor will not pledge, mortgage or assign this Agreement or its duties and obligations hereunder to any person, firm or corporation, except as provided under the terms hereof. (i) None of the issuance of the Bond or the execution and delivery of this Agreement, the Escrow Agreement or the Tax Compliance Agreement, the consummation of the transactions contemplated hereby or the fulfillment of or compliance with the terms and conditions of the Bond, this Agreement, the Escrow Agreement or the Tax Compliance Agreement violates any law, rule, regulation or order, conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which Lessor is now a party or by which it is bound or constitutes a default under any of the foregoing or results in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Lessor under the terms of any instrument or agreement. (j) There is no action, suit, proceeding, claim, inquiry or without investigation, at law or in equitythere are no underground storage tanks on the Land, before or by any court, regulatory agency, public board or body pending orand, to the best actual knowledge of Lessor's knowledge, threatened against or affecting Lessor, challenging Lessor's authority to issue the Bond or to enter into this AgreementLessor without investigation, the Escrow Agreement or Land is free of dangerous levels of naturally emitted radon. To the Tax Compliance Agreement or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability actual knowledge of Lessor without investigation, no portion of the BondLand has ever been used as a landfill, this Agreement, the Escrow Agreement garbage or the Tax Compliance Agreement refuse dump site or any other transaction of waste disposal facility. Lessor which is similar heretowill comply, or cause its contractors to comply, with all applicable Hazardous Materials Laws in connection with the exclusion use, storage, disposal or discharge of Hazardous Materials on or from the Land in the construction of the Interest from gross income for federal tax purposes under Leased Improvements. During the CodeTerm, or would materially and adversely affect any of the transactions contemplated by this Agreement. (k) Lessor will submit or cause to be submitted to the Secretary of the Treasury a Form 8038 (or other information reporting statement) at the time indemnify and in the form required by the Code. (l) The issuance of the Bond for the purpose of financing the Project has been approved by the "applicable elected representative" (as defined in Section 147(f) of the Code) of Lessor after a public hearing held upon reasonable notice. (m) Lessor will comply fully at hold harmless Lessee from and against all times with the Tax Compliance Agreementliabilities, obligations, claims, penalties, costs and Lessor will not take any action, or omit to take any action, which, if taken or omitted, respectively, would violate the Tax Compliance Agreement. (n) Lessor will take no action that would cause the Interest to become includable in gross income for federal income tax purposes under the Code expenses (including, without limitation, intentional acts reasonable attorneys fees and expenses) which may be imposed upon, or incurred, suffered by, or asserted against Lessee by reason of the presence, use, maintenance, storage, release, disposal or discharge of any Hazardous Materials on, in, under Treas. Reg. ss. 1.148-2(c) or consenting from the Land prior to a deliberate action within the meaning Commencement Date or any violation of Treas. Reg. ss. 1.141-2(d))any Hazardous Materials Laws arising out of or relating to conditions, circumstances or events prior to the Commencement Date. 3.9.9 Lessor shall provide and deliver to Lessee, prior to the Commencement Date, for Lessee’s use and benefit in determining the accuracy of the representations, warranties and covenants of Lessor set forth in this Section 3.5, copies of any surveys, title insurance commitments, title insurance policies or title reports, environmental assessments, engineering reports, evidence of compliance with zoning, building codes and other land use laws or regulations, and Lessor will take and will cause its officers, employees and agents evidence of utility availability with respect to take all affirmative actions legally within its power necessary to ensure that the Interest does not become includable Leased Property issued or obtained in gross income connection with Lessor’s financing of construction of the recipient Facility or otherwise in the possession or control of Lessor; provided, however, such materials will be delivered “as is” for federal income tax informational purposes under the Code (includingonly, without limitationrepresentation or warranty of any nature from Lessor. Lessee, at Lessee’s cost and expense, shall have the benefit of and may obtain, at Lessee’s option, the calculation and payment simultaneous issue of a leasehold title policy, at the then standard simultaneous issue rates of the title insurance company up to the full amount of the Facility Mortgage securing the financing of construction of the Improvements, in connection with any rebate required mortgagee policy issued in favor of such Facility Mortgagee, reflecting title to preserve such exclusion)the Leased Property to be as represented in Section 3.9.5, above.

Representations Warranties and Covenants of Lessor. Lessor represents, warrants warrants, and covenants for the benefit of Bondholder and Lessee, as followsthat: (aA) Lessor is a municipal corporation duly created and validly existing under the Constitution and laws owner of the StateLand in fee simple absolute, free and clear of all encumbrances except Permitted Encumbrances (as defined in Section 40 below). (bB) Lessor will exercise has provided Lessee a copy of that certain Pre-Development Site Assessment dated January 2015 prepared by XxXxxxx Associates, DPC (“Pre-Development Site Assessment”). Lessee acknowledges receipt of this report, and Lessor represents and warrants that this is in the same form and with the same content as received by the Lessor. Lessee agrees that Lessee is leasing the Premises “as is,” and is in no way relying upon any statements by Lessor as to the physical condition of the Land. Lessee is wholly relying upon its best efforts own investigation, due diligence, analysis, and assessment as to preserve the decision to lease the Premises, and keep in full force its appropriateness for Lessee’s use, including, but not limited to, any and effect its existence all environmental conditions which may exist on the Land, all of which the risk is being assumed by the Lessee as a municipal corporationan absolute precondition to executing this Lease. (c) Lessor is authorized under the Constitution and laws of the State to issue the Bond and to enter into this Agreement, the Escrow Agreement, the Tax Compliance Agreement and the transactions contemplated hereby and to perform all of its obligations hereunder. (d) Lessor has duly authorized the issuance of the Bond and the execution and delivery of this Agreement, the Escrow Agreement and the Tax Compliance Agreement under the terms and provisions of the resolution of its governing body or by other appropriate official approval, and further represents, covenants and warrants that all requirements have been met and procedures have occurred in order to ensure the enforceability of the Bond, this Agreement, the Escrow Agreement and the Tax Compliance Agreement against Lessor, and Lessor has complied with such public bidding requirements as may be applicable to the Bond, this Agreement, the Escrow Agreement and the Project. Lessor has taken all necessary action and has complied with all provisions of the Act, including but not limited to the making of the findings required by the Act, required to make the Bond, this Agreement, the Escrow Agreement and the Tax Compliance Agreement the valid and binding obligation of Lessor. (e) The officer of Lessor executing the Bond, this Agreement, the Escrow Agreement, the Tax Compliance Agreement and any related documents has been duly authorized to issue the Bond and to execute and deliver this Agreement, the Escrow Agreement and the Tax Compliance Agreement and such related documents under the terms and provisions of a resolution of Lessor's governing body, or by other appropriate official action. (f) The Bond, this Agreement, the Escrow Agreement and the Tax Compliance Agreement are legal, valid and binding obligations of Lessor, enforceable in accordance with their respective terms, except to the extent limited by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. (g) Lessor has assigned to Bondholder all of Lessor's rights in the Project and this Agreement (except any indemnification payable to Lessor pursuant to Sections 7.07(d) and 7.12 hereof and notice to Lessor pursuant to Section 12.03 hereof) including the assignment of all rights in the security interest granted to Lessor by Lessee. (h) Lessor will not pledge, mortgage or assign this Agreement or its duties and obligations hereunder to any person, firm or corporation, except as provided under the terms hereof. (i) None of the issuance of the Bond or the execution and delivery of this Agreement, the Escrow Agreement or the Tax Compliance Agreement, the consummation of the transactions contemplated hereby or the fulfillment of or compliance with the terms and conditions of the Bond, this Agreement, the Escrow Agreement or the Tax Compliance Agreement violates any law, rule, regulation or order, conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which Lessor is now a party or by which it is bound or constitutes a default under any of the foregoing or results in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Lessor under the terms of any instrument or agreement. (jC) There is no action, suit, proceeding, claim, inquiry or investigation, at law investigation pending or in equity, before or by any court, regulatory agency, public board or body pending or, known to the best of Lessor's knowledge, be threatened against Lessor that challenges or affecting Lessorquestions the legality or validity of this Lease or any transactions contemplated hereby. (D) Lessor has full right, challenging Lessor's power and lawful authority to issue execute, deliver and perform Lessor’s obligations under this Lease for the Bond or Lease Term, in the manner and upon the conditions and provisions herein contained and to enter into grant the estate herein demised, with no other person needing to join in the execution hereof in order for this Agreement, Lease to be binding on all parties having an interest in the Escrow Agreement or Premises: the Tax Compliance Agreement or any other action wherein an unfavorable ruling or finding would adversely affect execution and delivery of this Lease by Lessor and the enforceability of the Bond, this Agreement, the Escrow Agreement or the Tax Compliance Agreement or any other transaction of Lessor which is similar hereto, or the exclusion of the Interest from gross income for federal tax purposes under the Code, or would materially and adversely affect any due consummation of the transactions contemplated hereby constitute a valid and binding agreement of Lessor; neither the execution and delivery of this Lease nor the consummation by Lessor of the transactions contemplated hereby will constitute any known violation of any applicable provisions of Laws, result in the breach of, or the imposition of any lien on, or constitute a default under, any indenture or bank loan or credit agreement, license, permit, trust, custodianship or other restriction, which violations, breach, imposition of lien of default would affect the validity of this AgreementLease. (kE) Lessor will submit or cause to be submitted to the Secretary shall have obtained all of the Treasury a Form 8038 (or other information reporting statement) at applicable permits, licenses and approvals necessary to construct and operate Lessor’s Detention Ponds for the time and in the form required by the Code. (l) The issuance benefit of the Bond for Land, and to manage the purpose stormwater likely to runoff the Land, and the remaining land of financing Lessor, at full buildout in compliance with the Project has been approved ordinance of the Town of Greece (the “Town”) requiring that the peak stormwater runoff from the Land and the remaining land of Lessor decrease by the "applicable elected representative" thirty percent (as defined in Section 147(f30%) of the Code) calculated pre-construction conditions (“Required 30% Reduction”). Lessor shall install and maintain Lessor’s Detention Ponds and associated ditches at their capacity as of Lessor after a public hearing held upon reasonable notice. (m) Lessor will comply fully at all times the Effective Date in accordance with the Tax Compliance Agreementsuch permits, licenses and approvals, and Lessor will not take hereby permits, licenses and approves the discharge of any action, or omit to take any action, which, if taken or omitted, respectively, would violate the Tax Compliance Agreement. (n) Lessor will take no action that would cause the Interest to become includable in gross income for federal income tax purposes under the Code (including, without limitation, intentional acts under Treas. Reg. ss. 1.148-2(c) or consenting to a deliberate action within the meaning and all stormwater from 29 acres of Treas. Reg. ss. 1.141-2(d)), and Lessor will take and will cause its officers, employees and agents to take all affirmative actions legally within its power necessary to ensure that the Interest does not become includable in gross income impervious surface of the recipient for federal income tax purposes under Land to Lessor’s Detention Ponds. In the Code event that (including, without limitation, i) Lessee discharges stormwater from the calculation and payment Land to Lessor’s Detention Ponds from more than 29 acres of any rebate required to preserve such exclusion).impervious surface and

Representations Warranties and Covenants of Lessor. Lessor represents, warrants and covenants for the benefit of Bondholder and Lessee, as follows: (a) Lessor is a municipal corporation duly created and validly existing under the Constitution and laws of the State. (b) Lessor will exercise its best efforts to preserve and keep in full force and effect its existence as a municipal corporation. (c) Lessor is authorized under the Constitution and laws of the State to issue the Bond and to enter into this Agreement, the Escrow Agreement, the Tax Compliance Agreement and the transactions contemplated hereby and to perform all of its obligations hereunder. (d) Lessor has duly authorized the issuance of the Bond and the execution and delivery of this Agreement, the Escrow Agreement and the Tax Compliance Agreement under the terms and provisions of the resolution of its governing body or by other appropriate official approval, and further represents, covenants represents and warrants that all requirements at the time Aircraft becomes subject to this Lease, Lessor shall have been met good title thereto and procedures have occurred in order to ensure the enforceability of the Bond, this Agreement, the Escrow Agreement and the Tax Compliance Agreement against Lessor, and that Lessor has complied with such public bidding requirements as may be applicable the lawful right to the Bond, this Agreement, the Escrow Agreement and the Project. Lessor has taken all necessary action and has complied with all provisions of the Act, including but not limited to the making of the findings required by the Act, required to make the Bond, this Agreement, the Escrow Agreement and the Tax Compliance Agreement the valid and binding obligation of Lessor. (e) The officer of Lessor executing the Bond, this Agreement, the Escrow Agreement, the Tax Compliance Agreement and any related documents has been duly authorized to issue the Bond and to execute and deliver this Agreement, the Escrow Agreement and the Tax Compliance Agreement and such related documents under the terms and provisions of a resolution of Lessor's governing body, or by other appropriate official action. (f) The Bond, this Agreement, the Escrow Agreement and the Tax Compliance Agreement are legal, valid and binding obligations of Lessor, enforceable lease Aircraft in accordance with their respective terms, except to the extent limited by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. (g) Lessor has assigned to Bondholder all of Lessor's rights in the Project and this Agreement (except any indemnification payable to Lessor pursuant to Sections 7.07(d) and 7.12 hereof and notice to Lessor pursuant to Section 12.03 hereof) including the assignment of all rights in the security interest granted to Lessor by Lessee. (h) Lessor will not pledge, mortgage or assign this Agreement or its duties and obligations hereunder to any person, firm or corporation, except as provided under the terms hereof. (i) None of the issuance of the Bond or the execution and delivery of this Agreement, the Escrow Agreement or the Tax Compliance Agreement, the consummation of the transactions contemplated hereby or the fulfillment of or compliance with the terms and conditions of the Bond, this Agreement, the Escrow Agreement or the Tax Compliance Agreement violates any law, rule, regulation or order, conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument hereof to which Lessor is now a party or by which it is bound or constitutes a default under any of the foregoing or results in the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Lessor under the terms of any instrument or agreement. (j) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best of Lessor's knowledge, threatened against or affecting Lessor, challenging Lessor's authority to issue the Bond or to enter into this Agreement, the Escrow Agreement or the Tax Compliance Agreement or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of the Bond, this Agreement, the Escrow Agreement or the Tax Compliance Agreement or any other transaction of Lessor which is similar hereto, or the exclusion of the Interest from gross income for federal tax purposes under the Code, or would materially and adversely affect any of the transactions contemplated by this Agreement. (k) Lessor will submit or cause to be submitted to the Secretary of the Treasury a Form 8038 (or other information reporting statement) at the time and in the form required by the Code. (l) The issuance of the Bond for the purpose of financing the Project has been approved by the "applicable elected representative" (as defined in Section 147(f) of the Code) of Lessor after a public hearing held upon reasonable notice. (m) Lessor will comply fully Lessee. Aircraft shall at all times remain and be the sole and exclusive property of Lessor. Lessee shall have no rights to Aircraft other than the right to use same upon the conditions herein contained. So long as no default shall have occurred and be continuing, neither Lessor nor any person claiming by, through or under Lessor shall take any affirmative act which interferes with the Tax Compliance Agreementpeaceful and quiet occupation and enjoyment of Aircraft by Lessee. THE WARRANTY SET FORTH IN THIS SECTION IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF LESSOR WHETHER WRITTEN, and Lessor will not take any actionORAL, or omit to take any actionOR IMPLIED, whichAND LESSOR SHALL NOT, if taken or omittedBY VIRTUE OF HAVING LEASED AIRCRAFT UNDER THIS LEASE, respectively, would violate the Tax Compliance Agreement. BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY (n) Lessor will take no action that would cause the Interest to become includable in gross income for federal income tax purposes under the Code (including, without limitation, intentional acts under Treas. Reg. ss. 1.148-2(c) or consenting to a deliberate action within the meaning of Treas. Reg. ss. 1.141-2(d)EXCEPT ANY EXPRESS WARRANTY OF TITLE SET FORTH HEREIN), and Lessor will take and will cause its officersAND LESSEE HEREBY WAIVES ALL OTHER WARRANTIES, employees and agents to take all affirmative actions legally within its power necessary to ensure that the Interest does not become includable in gross income of the recipient for federal income tax purposes under the Code (includingGUARANTEES, without limitationOBLIGATIONS, the calculation and payment of any rebate required to preserve such exclusion)LIABILITIES, AND RIGHTS, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, ANY IMPLIED WARRANTY OF FITNESS FOR SPECIAL PURPOSE, AND ANY OBLIGATION OR LIABILITY OF LESSOR ARISING FROM TORT, OR FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. AIRCRAFT IS BEING LEASED TO LESSEE IN "AS IS" CONDITION AND HAS BEEN INSPECTED BY LESSEE, BUT NOTHING HEREIN CONTAINED SHALL BE DEEMED TO LIMIT LESSEE FROM AVAILING ITSELF OF ANY WARRANTIES, COVENANTS AND REPRESENTATIONS OF ANY MANUFACTURER OR FROM ANY OF THE PROVISIONS OF ANY MAINTENANCE CONTRACT APPLICABLE TO AIRCRAFT, THE ENGINES OR ANY COMPONENTS THEREOF.

Representations Warranties and Covenants of Lessor. As a material inducement to Lessee to enter into this Lease, Lessor represents, warrants and covenants for the benefit to Lessee that as of Bondholder and Lessee, as followsCommencement Date: (a) Lessor 3.1.1 The Leased Improvements and Lessor's Personal Property are free from any material structural, electrical or mechanical defects and there is a municipal corporation duly created and validly existing under the Constitution and laws no physical condition of the State. (b) Lessor will exercise its best efforts to preserve and keep in full force and effect its existence as a municipal corporation. (c) Lessor is authorized under the Constitution and laws of the State to issue the Bond and to enter into this Agreement, the Escrow Agreement, the Tax Compliance Agreement and the transactions contemplated hereby and to perform all of its obligations hereunder. (d) Lessor has duly authorized the issuance of the Bond and the execution and delivery of this Agreement, the Escrow Agreement and the Tax Compliance Agreement under the terms and provisions of the resolution of its governing body Leased Improvements or by other appropriate official approval, and further represents, covenants and warrants that all requirements have been met and procedures have occurred in order to ensure the enforceability of the Bond, this Agreement, the Escrow Agreement and the Tax Compliance Agreement against Lessor, and Lessor has complied with such public bidding requirements as may be applicable to the Bond, this Agreement, the Escrow Agreement and the Project. Lessor has taken all necessary action and has complied with all provisions of the Act, including but not limited to the making of the findings required by the Act, required to make the Bond, this Agreement, the Escrow Agreement and the Tax Compliance Agreement the valid and binding obligation of Lessor. (e) The officer of Lessor executing the Bond, this Agreement, the Escrow Agreement, the Tax Compliance Agreement and any related documents has been duly authorized to issue the Bond and to execute and deliver this Agreement, the Escrow Agreement and the Tax Compliance Agreement and such related documents under the terms and provisions of a resolution of Lessor's governing body, or by other appropriate official action. (f) The Bond, this Agreement, the Escrow Agreement and the Tax Compliance Agreement are legal, valid and binding obligations Personal Property of Lessor, enforceable in accordance with their respective terms, except to the extent limited by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditors' rights. (g) Lessor has assigned to Bondholder all of Lessor's rights in the Project and this Agreement (except any indemnification payable to Lessor pursuant to Sections 7.07(d) and 7.12 hereof and notice to Lessor pursuant to Section 12.03 hereof) including the assignment of all rights in the security interest granted to Lessor by Lessee. (h) Lessor will not pledge, mortgage or assign this Agreement or its duties and obligations hereunder to any person, firm or corporation, except as provided under the terms hereof. (i) None of the issuance of the Bond or the execution and delivery of this Agreement, the Escrow Agreement or the Tax Compliance Agreement, the consummation of the transactions contemplated hereby or the fulfillment of or compliance with the terms and conditions of the Bond, this Agreement, the Escrow Agreement or the Tax Compliance Agreement violates any law, rule, regulation or order, conflicts with or results in a breach of any of the terms, conditions or provisions of any restriction or any agreement or instrument to which Lessor is now aware that could reasonably be expected to have a party or by which it is bound or constitutes a default under any of material adverse effect on the foregoing or results in Lessee's ability to use and operate the creation or imposition of any prohibited lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Lessor under the terms of any instrument or agreement. (j) There is no action, suit, proceeding, claim, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body pending or, to the best of Lessor's knowledge, threatened against or affecting Lessor, challenging Lessor's authority to issue the Bond or to enter into this Agreement, the Escrow Agreement or the Tax Compliance Agreement or any other action wherein an unfavorable ruling or finding would adversely affect the enforceability of the Bond, this Agreement, the Escrow Agreement or the Tax Compliance Agreement or any other transaction of Lessor which is similar hereto, or the exclusion of the Interest from gross income Leased Properties for federal tax purposes under the Code, or would materially and adversely affect any of the transactions contemplated by this Agreement. (k) Lessor will submit or cause to be submitted to the Secretary of the Treasury a Form 8038 (or other information reporting statement) at the time and in the form required by the Code. (l) The issuance of the Bond for the purpose of financing the Project has been approved by the "applicable elected representative" their Primary Intended Use (as defined in Section 147(f) 7.2.1 hereof), unless disclosed in writing by Lessor to Lessee prior to the Commencement Date and acknowledged in writing by Lessee. 3.1.2 The Land is zoned or classified under applicable zoning ordinances or other land use regulations to permit the use and occupancy of the Code) of Lessor after a Lease Properties as skilled nursing facilities. The Leased Improvements are in compliance with all zoning or other land use regulations, public hearing held upon reasonable noticehealth, building code or other similar laws applicable thereto. 3.1.3 Lessor is the sole owner of and will have good and marketable fee simple title to the Leased Properties, free and clear of all liens, encumbrances, rights or claims of other parties, limitations or restrictions on use, or other matters, except for (mi) Taxes (as hereinafter defined) for the year 2003 which are not yet due and payable, (ii) easements for the installation and maintenance of public utilities serving the Leased Properties and such other easements that do not adversely affect, impede or hinder the use, occupancy and enjoyment of the Leased Properties by Lessee for its Primary Intended Use and (iii) those matters set forth on EXHIBIT B attached hereto ("Permitted Exceptions"). Lessor has all easements and rights necessary to allow Lessee to use the Leased Properties for its Primary Intended Use. 3.1.4 There are no encroachments upon the Land and no encroachments of any Leased Improvements onto adjacent property. None of the Leased Improvements violates set-back, building or side lines nor do they encroach on any easements located on any of the Leased Properties. All utilities serving each of such Facilities are adequate to operate each such Facility for its Primary Intended Use. Each of the Leased Properties has direct access, ingress and egress to and from a publicly dedicated street, road or highway, and there are located on the Land an adequate number of parking spaces to operate each such Facility for its Primary Intended Use. 3.1.5 Lessor has complied with, and to the best knowledge of Lessor, all prior owners, operators and occupants of the Leased Properties have complied with, all applicable Hazardous Materials Laws. Except as duly licensed or authorized by appropriate governmental authorities or otherwise permitted by such Hazardous Materials Laws, neither Lessor, its affiliates or agents have allowed the use, generation, treatment, handling, release, emission, manufacture, discharge, voluntary transmission, storage or removal of any Hazardous Materials on, at, over, in, from or upon any of the Leased Properties, nor, to the best knowledge of Lessor, has any of the Leased Properties ever been used for any of the foregoing. To the best knowledge of Lessor, there are no polychlorinated biphenyls or friable asbestos or any substance containing asbestos in condition or amount deemed hazardous by any Hazardous Materials Laws present at any of the Leased Properties. Lessor has not at any time engaged in nor permitted, nor to the best knowledge of Lessor, has any prior owner or any tenant or other occupant of any of the Leased Properties engaged in or permitted, any dumping discharge, disposal, spillage or leakage, whether legal or illegal, accidental or intentional, of Hazardous Materials at, on, in, from or about any of the Leased Properties that would subject such Leased Properties or Lessee to any clean-up obligations imposed by any governmental authorities. Lessor has not received or been issued any notice, demand, request for information, citation, summons, or complaint regarding an alleged failure to comply with any Hazardous Materials Laws. To the best knowledge of Lessor, none of the Leased Properties is subject to any existing, pending or threatened investigation or inquiry by any governmental authority for failure to comply with any Hazardous Materials Laws. To the best knowledge of Lessor, there are no underground storage tanks on the Leased Properties, and, to the best knowledge of Lessor, each of the Leased Properties is free of dangerous levels of naturally emitted radon. To the best knowledge of Lessor, no portion of any of the Leased Properties has ever been used as a landfill, garbage or refuse dump site or waste disposal facility. Lessor will comply fully at indemnify and hold harmless Lessee from and against all times with the Tax Compliance Agreementliabilities, obligations, claims, penalties, costs and Lessor will not take any action, or omit to take any action, which, if taken or omitted, respectively, would violate the Tax Compliance Agreement. (n) Lessor will take no action that would cause the Interest to become includable in gross income for federal income tax purposes under the Code expenses (including, without limitation, intentional acts under Treas. Reg. ss. 1.148-2(creasonable attorneys fees and expenses) which may be imposed upon, or consenting to a deliberate action within the meaning of Treas. Reg. ss. 1.141-2(d))incurred, and Lessor will take and will cause its officerssuffered by, employees and agents to take all affirmative actions legally within its power necessary to ensure that the Interest does not become includable in gross income or asserted against Lessee by reason of the recipient for federal income tax purposes under the Code (includingpresence, without limitationuse, the calculation and payment maintenance, storage, release, disposal or discharge of any rebate required Hazardous Materials on, in, under or from any of the Leased Properties prior to preserve such exclusion)the Commencement Date or any violation of any Hazardous Materials Laws arising out of or relating to conditions, circumstances or events prior to the Commencement Date.