Common use of Representations; Warranties; Covenants Clause in Contracts

Representations; Warranties; Covenants. Grantor hereby represents, warrants and covenants that: (1) Except as set forth in Exhibit B hereof, the Subject Lease is unmodified and in full force and effect, (2) all rent and other charges therein have been paid to the extent they are payable to the date hereof, (3) Grantor enjoys the quiet and peaceful possession of the Premises, (4) to the best of its knowledge, Grantor is not in default under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder, (5) to the best of Grantor’s knowledge, the lessor thereunder is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed, (6) Grantor has not previously subordinated its interest in the Mortgaged Property to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises and (7) the Purchase Option is in full force and effect, has not been modified and none of Grantor’s rights and interests therein have been waived; (b) Grantor shall promptly pay, when due and payable, the rent and other charges payable pursuant to the Subject Lease, and will timely perform and observe all of the other terms, covenants and conditions required to be performed and observed by Grantor as lessee under the Subject Lease; (c) Grantor shall notify Grantee in writing of any default by Grantor in the performance or observance of any terms, covenants or conditions on the part of Grantor to be performed or observed under the Subject Lease within three (3) days after Grantor obtains knowledge of such default; (d) Grantor shall, immediately upon receipt thereof, deliver a copy of each notice given to Grantor by the lessor pursuant to the Subject Lease and promptly notify Grantee in writing of any default by the lessor in the performance or observance of any of the terms, covenants or conditions on the part of the lessor to be performed or observed thereunder; (e) Grantor shall not, without the prior written consent of Grantee (which may be granted or withheld in Grantee’s sole and absolute discretion) terminate, modify or surrender the Subject Lease or the Purchase Option (other than by any exercise thereof), and any such attempted termination, modification or surrender without Grantee’s written consent shall be void; (f) Grantor shall not, without the prior written consent of Grantee, exercise the Purchase Option; (g) Grantor shall, within twenty (20) days after written request from Grantee, use its best efforts to obtain from the lessor and deliver to Grantee a certificate setting forth the name of the tenant under the Subject Lease and stating that the Subject Lease is in full force and effect, is unmodified or, if the Subject Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereof has been served on Grantor, stating that no default or event which with notice or lapse of time (or both) would become a default is existing under the Subject Lease (or if any such default or event is existing, specifying the nature of such default or event), stating the date to which rent has been paid, and containing such other statements and representations as may be requested by Grantee; and (h) Grantor shall not at any time subordinate its interest in the Mortgaged Property or any portion thereof to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises.

Representations; Warranties; Covenants. Grantor hereby represents, warrants and covenants that: (1) Except as set forth in Exhibit B hereof, the The Subject Lease is unmodified and in full force and effect, (2) all rent and other charges therein have been paid to the extent they are payable to the date hereof, (3) Grantor enjoys the quiet and peaceful possession of the Premisesproperty demised thereby, (4) to the best of its knowledge, Grantor is not in default under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder, (5) to the best of Grantor’s 's knowledge, the lessor thereunder is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed, (6) Grantor has not previously subordinated its interest in the Mortgaged Property to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises and (7) the Purchase Option is in full force and effect, has not been modified and none of Grantor’s rights and interests therein have been waived; (b) Grantor shall promptly pay, when due and payable, the rent and other charges payable pursuant to the Subject Lease, and will timely perform and observe all of the other terms, covenants and conditions required to be performed and observed by Grantor as lessee under the Subject Lease; (c) Grantor shall notify Grantee Beneficiary in writing of any material default by Grantor in the performance or observance of any material terms, covenants or conditions on the part of Grantor to be performed or observed under the Subject Lease within three (3) days after Grantor obtains knowledge knows of such default; (d) Grantor shall, immediately upon receipt thereof, deliver a copy of each material notice given to Grantor by the lessor pursuant to the Subject Lease and promptly notify Grantee Beneficiary in writing of any default by the lessor in the performance or observance of any of the terms, covenants or conditions on the part of the lessor to be performed or observed thereunder; (e) Unless required under the terms of the Subject Lease, Grantor shall not, without the prior written consent of Grantee Beneficiary (which may be granted or withheld in Grantee’s Beneficiary's sole and absolute discretion) terminate, modify or surrender the Subject Lease or the Purchase Option (other than by any exercise thereof)Lease, and any such attempted termination, modification or surrender without Grantee’s Beneficiary's written consent shall be void;; and (f) Grantor shall not, without the prior written consent of Grantee, exercise the Purchase Option; (g) Grantor shall, within twenty (20) days after written request from GranteeBeneficiary, use its best efforts to obtain from the lessor and deliver to Grantee Beneficiary a certificate setting forth the name of the tenant under the Subject Lease thereunder and stating that the Subject Lease is in full force and effect, is unmodified or, if the Subject Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereof thereon has been served on Grantor, stating that no default or event which with notice or lapse of time (or both) would become a default is existing under the Subject Lease (or if any such default or event is existing, specifying the nature of such default or event)Lease, stating the date to which rent has been paid, and specifying the nature of any defaults, if any, and containing such other statements and representations as may be requested by Grantee; and (h) Grantor shall not at any time subordinate its interest in the Mortgaged Property or any portion thereof to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises.Beneficiary. ----------

Representations; Warranties; Covenants. Grantor Mortgagor hereby represents, warrants and covenants that: (a) Except in any case where the following could not, individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (1) Except as set forth in Exhibit B hereof, the Subject Lease is Leases are unmodified and in full force and effect, except as set forth in Exhibit B-1 hereof, (2) all rent and other charges therein have been paid to the extent they are payable to the date hereof, (3) Grantor Mortgagor enjoys the quiet and peaceful possession of the Premises, (4) to the best of its knowledge, Grantor Mortgagor is not in default under any of the material terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder, (5) to the best of GrantorMortgagor’s knowledge, the lessor thereunder under each Subject Lease is not in default under any of the material terms or provisions thereof on the part of the lessor to be observed or performedperformed under the applicable Subject Lease, and (6) Grantor with respect to Leased Land, Mortgagor has not previously subordinated its interest in the Mortgaged Property to the Lien or interests of any mortgagee of the lessor’s fee interest in of the Premises and (7) the Purchase Option is in full force and effect, has not been modified and none of Grantor’s rights and interests therein have been waivedlessor under each Subject Lease; (b) Grantor Mortgagor shall promptly pay, when due and payable, the rent and other charges payable pursuant to the any Subject Lease, taking into account any applicable grace or cure periods, and will timely perform and observe all of the other terms, covenants and conditions required to be performed and observed by Grantor Mortgagor as lessee under the any Subject Lease, except, in any case, where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect; (c) Grantor As and to the extent required by Section 5.03 of the Credit Agreement, Mortgagor shall promptly notify Grantee Mortgagee in writing of any default by Grantor Mortgagor in the performance or observance of any terms, covenants or conditions on the part of Grantor Mortgagor to be performed or observed under the any Subject Lease within three (3) days after Grantor obtains knowledge of such defaultLease; (d) Grantor As and to the extent required by Section 5.03 of the Credit Agreement, Mortgagor shall, immediately promptly upon receipt thereof, deliver a copy of each material notice given to Grantor Mortgagor by the lessor pursuant to the any Subject Lease and promptly notify Grantee Mortgagee in writing of any default by the lessor of any Subject Lease in the performance or observance of any of the terms, covenants or conditions on the part of the lessor to be performed or observed thereunder; (e) Grantor Unless required under the terms of any Subject Lease, Mortgagor shall not, without the prior written consent of Grantee Mortgagee (which which, in the case of any proposed termination or surrender, may be granted or withheld in GranteeMortgagee’s sole and absolute discretion and, in the case of any other modification, may be granted or withheld in Mortgagee’s reasonable discretion) terminate, modify or surrender the Subject Lease or the Purchase Option (other than by any exercise thereof), and allow such leases to lapse or be terminated or any rights to renew such attempted terminationleases to be forfeited or cancelled, modification except, in any case, where the failure to do so, either individually or surrender without Grantee’s written consent shall in the aggregate, could not be voidreasonably likely to have a Material Adverse Effect; (f) Grantor If any Subject Lease shall notbe rejected or disaffirmed by the lessor thereunder (or by any receiver, without trustee, custodian or other party who succeeds to the prior written consent rights of Granteesuch lessor) pursuant to the Bankruptcy Code (as hereinafter defined) or similar or successor law or right, exercise Mortgagor covenants that it will not elect to treat such Subject Lease as terminated under 11 U.S.C. § 365(h) or any similar or successor law or right. Upon the Purchase Optionoccurrence and during the continuance of an Event of Default, Mortgagee shall have the sole and exclusive right to make or refrain from making any such election, and Mortgagor agrees that any such election, if made by Mortgagor other than in accordance with this subsection, shall be void and of no force or effect; (g) Grantor Mortgagor shall, within twenty thirty (2030) days after written request from GranteeMortgagee, use its best commercially reasonable efforts to obtain from the lessor and deliver to Grantee Mortgagee a certificate setting forth the name of the tenant under the any Subject Lease with respect to surface properties on which Mortgagor operates facilities and stating that the such Subject Lease is in full force and effect, is unmodified or, if the such Subject Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereof has been served on GrantorMortgagor, stating that no default or event which with notice or lapse of time (or both) would become a default is existing under the such Subject Lease (or if any such default or event is existing, specifying the nature of such default or event), stating the date to which rent has been paid, and containing such other statements and representations as may be requested by GranteeMortgagee; provided, however, that so long as no Event of Default shall have occurred and be continuing, no more than one (1) such certificates shall be requested during any twelve (12) month period; and (h) Grantor Except as permitted by and pursuant to the terms of the Credit Agreement or as may be required by the terms of any Subject Lease, Mortgagor shall not at any time subordinate its interest in the Mortgaged Property or any portion thereof to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises.

Representations; Warranties; Covenants. Grantor hereby represents, warrants and covenants that: (1) Except as set forth in Exhibit B hereof, the The Subject Lease is unmodified and in full force and effect, (2) all rent and other charges therein have been paid to the extent they are payable to the date hereof, (3) Grantor enjoys the quiet and peaceful possession of the Premisesproperty demised thereby, (4) to the best of its knowledge, Grantor is not in default under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder, (5) to the best of Grantor’s 's knowledge, the lessor thereunder is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed, (6) Grantor has not previously subordinated its interest in the Mortgaged Property to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises and (7) the Purchase Option is in full force and effect, has not been modified and none of Grantor’s rights and interests therein have been waived; (b) Grantor shall promptly pay, when due and payable, the rent and other charges payable pursuant to the Subject Lease, and will timely perform and observe all of the other terms, covenants and conditions required to be performed and observed by Grantor as lessee under the Subject Lease; (c) Grantor shall notify Grantee Beneficiary in writing of any default by Grantor in the performance or observance of any terms, covenants or conditions on the part of Grantor to be performed or observed under the Subject Lease within three (3) days after Grantor obtains knowledge knows of such default; (d) Grantor shall, immediately upon receipt thereof, deliver a copy of each notice given to Grantor by the lessor pursuant to the Subject Lease and promptly notify Grantee Beneficiary in writing of any default by the lessor in the performance or observance of any of the terms, covenants or conditions on the part of the lessor to be performed or observed thereunder; (e) Unless required under the terms of the Subject Lease, Grantor shall not, without the prior written consent of Grantee Beneficiary (which may be granted or withheld in Grantee’s Beneficiary's sole and absolute discretion) terminate, modify or surrender the Subject Lease or the Purchase Option (other than by any exercise thereof)Lease, and any such attempted termination, modification or surrender without Grantee’s Beneficiary's written consent shall be void; (f) Grantor shall not, without the prior written consent of Grantee, exercise the Purchase Option; (g) Grantor shall, within twenty (20) days after written request from Grantee, use its best efforts to obtain from the lessor and deliver to Grantee a certificate setting forth the name of the tenant under the Subject Lease and stating that the Subject Lease is in full force and effect, is unmodified or, if the Subject Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereof has been served on Grantor, stating that no default or event which with notice or lapse of time (or both) would become a default is existing under the Subject Lease (or if any such default or event is existing, specifying the nature of such default or event), stating the date to which rent has been paid, and containing such other statements and representations as may be requested by Grantee; and (h) Grantor shall not at any time subordinate its interest in the Mortgaged Property or any portion thereof to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises.

Representations; Warranties; Covenants. Grantor Each Pledgor hereby represents, warrants and covenants covenants, to and with the Collateral Agent that: (1a) Except the Pledged Stock has been delivered to the Collateral Agent in pledge hereunder, and represents that percentage as set forth on Schedule I of the issued and outstanding shares of each class of the capital stock of the issuer with respect thereto; and (ii) a first priority security interest in the Pledged Interests has been granted to the Collateral Agent hereunder, and the Pledged Interests represent the interests in the Partnerships as set forth in Exhibit B hereof, the Subject Lease is unmodified and in full force and effect, (2) all rent and other charges therein have been paid to the extent they are payable to the date hereof, (3) Grantor enjoys the quiet and peaceful possession of the Premises, (4) to the best of its knowledge, Grantor is not in default under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder, (5) to the best of Grantor’s knowledge, the lessor thereunder is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed, (6) Grantor has not previously subordinated its interest in the Mortgaged Property to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises and (7) the Purchase Option is in full force and effect, has not been modified and none of Grantor’s rights and interests therein have been waivedSchedule II; (b) Grantor shall promptly payeach Pledgor (i) is and will at all times continue to be the direct owner, when due beneficially and payableof record, of the Collateral indicated on Schedule I or Schedule II to be owned by such Pledgor, (ii) holds the same free and clear of all Liens, except for the security interest granted in the Collateral hereunder and other Liens permitted under the Credit Agreement, (iii) will make no assignment, pledge, hypothecation or transfer of or create or suffer to exist any security interest in or other Lien on, the rent Collateral, other than pursuant hereto, and other charges payable pursuant (iv) subject to Section 2.05, will cause any and all Collateral to be forthwith deposited with the Collateral Agent and pledged or otherwise subject to the Subject Lease, and will timely perform and observe all of the other terms, covenants and conditions required to be performed and observed by Grantor as lessee under the Subject Leasesecurity interest created hereunder; (c) Grantor shall notify Grantee in writing of any default by Grantor each Pledgor (i) has the power and authority to pledge or grant a security interest in the performance Collateral in the manner hereby done or observance contemplated and (ii) will defend its title or interest thereto or therein and the Lien of the Collateral Agent for the ratable benefit of the Secured Parties against any termsand all other Liens, covenants or conditions on the part however arising, of Grantor to be performed or observed all Persons whomsoever, other than holders of Liens permitted under the Subject Lease within three (3) days after Grantor obtains knowledge of such defaultCredit Agreement; (d) Grantor shall, immediately upon receipt thereof, deliver a copy no consent or approval (i) of each notice given to Grantor by the lessor pursuant any Governmental Authority or any securities exchange or (ii) of any other Person except any such Person whose consent has been obtained in writing and delivered to the Subject Lease and promptly notify Grantee in writing of any default by Collateral Agent, was or is necessary to the lessor in the performance or observance of any validity of the terms, covenants pledge or conditions on the part grant of the lessor to be performed or observed thereundera security interest effected hereby; (ei) Grantor shall notwhen the Pledged Securities, without certificates, instruments or other documents representing or evidencing the prior written consent Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have a valid and perfected first Lien upon and security interest in such Pledged Securities as security for the payment and performance of Grantee the Obligations; and (which may be granted or withheld ii) when Uniform Commercial Code Financing Statements in Grantee’s sole the form of Exhibit 2.03 hereto naming the appropriate Pledgor in accordance with Schedule II as debtor and absolute discretion) terminatethe Collateral Agent as secured party are filed in the respective offices as set forth in Schedule 2.03 hereto, modify or surrender the Subject Lease or Collateral Agent will have a valid and perfected first Lien upon and security interest in such Pledged Interests as security for the Purchase Option (other than by any exercise thereof), payment and any such attempted termination, modification or surrender without Grantee’s written consent shall be voidperformance of the Obligations; (f) Grantor shall notthe pledge and the grant of a security interest effected hereby are effective to vest in the Collateral Agent, without on behalf of itself and the prior written consent of GranteeSecured Parties, exercise the Purchase Option; (g) Grantor shall, within twenty (20) days after written request from Grantee, use its best efforts to obtain from the lessor and deliver to Grantee a certificate setting forth the name rights of the tenant under the Subject Lease and stating that the Subject Lease is in full force and effect, is unmodified or, if the Subject Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereof has been served on Grantor, stating that no default or event which with notice or lapse of time (or both) would become a default is existing under the Subject Lease (or if any such default or event is existing, specifying the nature of such default or event), stating the date to which rent has been paid, and containing such other statements and representations as may be requested by Grantee; and (h) Grantor shall not at any time subordinate its interest Collateral Agent in the Mortgaged Property or any portion thereof to the Lien or interests of any mortgagee of the lessor’s fee interest in the PremisesCollateral as set forth herein.

Representations; Warranties; Covenants. Grantor Mortgagor hereby represents, warrants and covenants that: (1) Except as set forth in Exhibit B hereof, the The Subject Lease is unmodified and in full force and effect, (2) all rent and other charges therein have been paid to the extent they are payable to the date hereof, (3) Grantor Mortgagor enjoys the quiet and peaceful possession of the Premisesproperty demised thereby, (4) to the best of its knowledge, Grantor Mortgagor is not in default under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder, (5) to the best of GrantorMortgagor’s knowledge, the lessor thereunder is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed, (6) Grantor has not previously subordinated its interest in the Mortgaged Property to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises and (7) the Purchase Option is in full force and effect, has not been modified and none of Grantor’s rights and interests therein have been waived; (b) Grantor Mortgagor shall promptly pay, when due and payable, the rent and other charges payable pursuant to the Subject Lease, and will timely perform and observe all of the other terms, covenants and conditions required to be performed and observed by Grantor Mortgagor as lessee under the Subject Lease; (c) Grantor Mortgagor shall notify Grantee Mortgagee in writing of any default by Grantor Mortgagor in the performance or observance of any terms, covenants or conditions on the part of Grantor Mortgagor to be performed or observed under the Subject Lease within three (3) days after Grantor obtains knowledge Mortgagor knows of such default; (d) Grantor Mortgagor shall, immediately promptly upon receipt thereofthereof (and in any event not later than five (5) business days thereafter), deliver a copy of each notice given to Grantor Mortgagor by the lessor pursuant to the Subject Lease and promptly notify Grantee Mortgagee in writing of any default by the lessor in the performance or observance of any of the terms, covenants or conditions on the part of the lessor to be performed or observed thereunder; (e) Grantor Unless required under the terms of the Subject Lease, Mortgagor shall not, without the prior written consent of Grantee Mortgagee (which may be granted or withheld in GranteeMortgagee’s sole and absolute discretion) terminate, modify or surrender the Subject Lease or the Purchase Option (other than by any exercise thereof)Lease, and any such attempted termination, modification or surrender without GranteeMortgagee’s written consent shall be void;; and (f) Grantor shall not, without the prior written consent of Grantee, exercise the Purchase Option; (g) Grantor Mortgagor shall, within twenty (20) days after written request from GranteeMortgagee, use its best commercially reasonable efforts to obtain from the lessor and deliver to Grantee Mortgagee a certificate setting forth the name of the tenant under the Subject Lease thereunder and stating that the Subject Lease is in full force and effect, is unmodified or, if the Subject Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereof thereon has been served on GrantorMortgagor, stating that no default or event which with notice or lapse of time (or both) would become a default is existing under the Subject Lease (or if any such default or event is existing, specifying the nature of such default or event)Lease, stating the date to which rent has been paid, and specifying the nature of any defaults, if any, and containing such other statements and representations as may be requested by Grantee; and (h) Grantor shall not at any time subordinate its interest in the Mortgaged Property or any portion thereof to the Lien or interests of any mortgagee of the lessor’s fee interest in the PremisesMortgagee.

Representations; Warranties; Covenants. Grantor hereby To induce Purchaser to Purchase Accounts from Seller, with full knowledge that the truth and accuracy of the following are being relied upon by the Purchaser in the purchase of and payment for the Purchased Accounts, Seller represents, warrants and covenants to Purchaser and agrees that: : (1a) Except Seller is the sole and absolute owner of each Account and has full legal right to make said sale, assignment and transfer thereof hereunder; (b) The correct amount owed on each Account is as set forth in Exhibit B hereof, on the Subject Lease is unmodified document tendering such Account to Purchaser and in full force and effect, (2) all rent and other charges therein have been paid to the extent they are payable to the date hereof, (3) Grantor enjoys the quiet and peaceful possession of the Premises, (4) to the best of its knowledge, Grantor such amount is not in default under dispute; (c) The payment of each Account is not contingent upon the fulfillment of any obligation or condition, past or future, and any and all obligations required of the terms thereof Seller with regard to such Account have been fulfilled by Seller; (d) Each Account is based on an actual sale and there are no circumstances which, with the passage delivery of time or the giving of notice or both, would constitute goods and/or services actually rendered for which an event of default thereunder, (5) invoice has been tendered to the best of Grantor’s knowledgeAccount Debtor, the lessor thereunder is presently due and owing to Seller, is not past due or in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed, (6) Grantor has not previously subordinated its interest in the Mortgaged Property to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises and (7) the Purchase Option is in full force and effect, has not been modified previously sold, assigned, transferred or pledged, and none is free of Grantor’s rights any encumbrance or lien; (e) There are no defenses, offset, recoupment’s, or counterclaims with respect to any of the Accounts and interests therein have no agreement has been waived; made under which the Account Debtor may claim any recoupment, deduction or discount, except as otherwise stated in any of the invoices submitted to Purchaser in connection with the tender of such Account for purchase (bf) Grantor Upon purchase, Seller will convey to Purchaser good and marketable title to each Purchased Account free and clear of all liens and encumbrances which shall promptly paythereafter be the sole and exclusive property of the Purchaser; (g) Upon purchase, when due and payable, the rent and other charges payable pursuant Seller will not contact or otherwise communicate with Debtor on such purchased account in relation to the Subject Leasepayment thereupon without the express consent of Purchaser; (h) Each Account Debtor is not insolvent as the term is defined in the United States Bankruptcy Code; (i) All Accounts, now existing or hereafter arising, shall comply with each and will timely perform and observe all every one of the other termsrepresentations, warranties, covenants and conditions required agreements referred to in this Paragraph and as otherwise supplemented pursuant to this Agreement; (j) All sales and other taxes imposed with respect to the Account have been remitted by Seller to the Internal Revenue Service or other state or local taxing authority, including – but not limited to – 941 withholding taxes; (k) All invoices with respect to Purchased Accounts shall state that the Account is payable to purchaser at purchaser’s address; (l) No Purchased Account is evidenced by a note or other instrument; (m) if Seller does not meet the Minimum Amount listed in Paragraph 11.c., all payments received for unfactored invoices will incur a 2% administrative charge; (n) Seller will not directly or indirectly influence any Account Debtor from making payment directly to Purchaser, and acknowledges and agrees that any breach of this representation or receipt of funds directly from an Account Debtor will constitute conversion and/or theft of Purchaser’s property; (o) Seller has not entered or will not into any financial accommodation arrangement with any person who collects repayment by debiting an Account or Deposit Account of the Seller; (p) Seller will not, during the term of this Agreement, sell, transfer, pledge, grant a security interest in, or hypothecate any of its Accounts to any party other than Purchaser; and (q) Seller will, at the request of Purchaser, cause its officers and other employees to engage in commercially reasonable efforts to affect collection of the Purchased Accounts by Purchaser. Seller agrees to reimburse Purchaser for actual out-of-pocket costs relating to UCC filings and searches incurred by Purchaser in connection with this Agreement. Each Purchased Account shall be the property of the Purchaser and shall be collected by Purchaser, and seller shall promptly endorse, transfer and deliver the same to the Purchaser to the extent that any such payment is received by Seller. In addition to Purchaser’s other remedies, failure to deliver said payment in kind to Purchaser within five (5) business days of receipt may result, at Purchaser’s option, in an additional charge to be performed and observed paid by Grantor as lessee under Seller to Purchaser equal to five percent (5%) of said payment. Seller will not change the Subject Lease; (c) Grantor shall notify Grantee in writing state of any default by Grantor in the performance its incorporation or observance of any termsformation, covenants or conditions on the part of Grantor to be performed its corporate or observed under the Subject Lease within three (3) days after Grantor obtains knowledge of such default; (d) Grantor shall, immediately upon receipt thereof, deliver a copy of each notice given to Grantor by the lessor pursuant to the Subject Lease and promptly notify Grantee in writing of any default by the lessor in the performance or observance of any of the terms, covenants or conditions on the part of the lessor to be performed or observed thereunder; (e) Grantor shall notlegal name, without the prior written consent of Grantee (which may be granted or withheld in Grantee’s sole and absolute discretion) terminate, modify or surrender the Subject Lease or the Purchase Option (other than by Purchaser. Seller will not create any exercise thereof), and any such attempted termination, modification or surrender new legal entities whatsoever without Grantee’s written consent shall be void; (f) Grantor shall not, without the prior written consent of Grantee, exercise the Purchase Option; (g) Grantor shall, within twenty (20) days after written request from Grantee, use its best efforts to obtain from the lessor and deliver to Grantee a certificate setting forth the name of the tenant under the Subject Lease and stating that the Subject Lease is in full force and effect, is unmodified or, if the Subject Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereof has been served on Grantor, stating that no default or event which with notice or lapse of time (or both) would become a default is existing under the Subject Lease (or if any such default or event is existing, specifying the nature of such default or event), stating the date to which rent has been paid, and containing such other statements and representations as may be requested by Grantee; and (h) Grantor shall not at any time subordinate its interest in the Mortgaged Property or any portion thereof to the Lien or interests of any mortgagee of the lessor’s fee interest in the PremisesPurchaser.

Representations; Warranties; Covenants. Grantor Each Pledgor hereby represents, warrants and covenants covenants, to and with the Notes Collateral Agent and the Noteholders that: (1a) Except (i) the Pledged Stock has been delivered to the Notes Collateral Agent (or its designee) in pledge hereunder, and represents that percentage as set forth on Schedule I of the issued and outstanding shares of each class of the capital stock of the issuer with respect thereto; and (ii) a first priority security interest in the Pledged Interests has been granted to the Notes Collateral Agent hereunder, and the Pledged Interests represent the interests in the Partnerships and the LLCs as set forth in Exhibit B hereof, the Subject Lease is unmodified and in full force and effect, (2) all rent and other charges therein have been paid to the extent they are payable to the date hereof, (3) Grantor enjoys the quiet and peaceful possession of the Premises, (4) to the best of its knowledge, Grantor is not in default under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder, (5) to the best of Grantor’s knowledge, the lessor thereunder is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed, (6) Grantor has not previously subordinated its interest in the Mortgaged Property to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises and (7) the Purchase Option is in full force and effect, has not been modified and none of Grantor’s rights and interests therein have been waivedSchedule II; (b) Grantor shall promptly payeach Pledgor (i) is and will at all times continue to be the direct owner, when due beneficially and payableof record, of the Collateral indicated on Schedule I and Schedule II with respect to such Pledgor, (ii) holds the same free and clear of all Liens, except for the security interest granted in the Collateral hereunder and other Liens permitted under the Note Agreement, (iii) will make no assignment, pledge, hypothecation or transfer of or create or suffer to exist any security interest in or other Lien on, the rent Collateral, other than pursuant hereto, and other charges payable pursuant (iv) subject to Section 2.05, will cause any and all Collateral to be forthwith deposited with the Notes Collateral Agent (or its designee as provided in Section 2.01(b)) and pledged or otherwise subject to the Subject Lease, and will timely perform and observe all of the other terms, covenants and conditions required to be performed and observed by Grantor as lessee under the Subject Leasesecurity interest created hereunder; (c) Grantor shall notify Grantee in writing of any default by Grantor each Pledgor (i) has the power and authority to pledge or grant a security interest in the performance Collateral in the manner hereby done or observance contemplated and (ii) will defend its title or interest thereto or therein and the Lien of the Notes Collateral Agent for the ratable benefit of the Noteholders against any termsand all other Liens, covenants or conditions on the part however arising, of Grantor to be performed or observed all Persons whomsoever, other than holders of Liens permitted under the Subject Lease within three (3) days after Grantor obtains knowledge of such default;Note Agreement. (d) Grantor shall, immediately upon receipt thereof, deliver a copy no consent or approval (i) of each notice given to Grantor by the lessor pursuant any Governmental Authority or any securities exchange or (ii) of any other Person except any such Person whose consent has been obtained in writing and delivered to the Subject Lease and promptly notify Grantee in writing of any default by Notes Collateral Agent, was or is necessary to the lessor in the performance or observance of any validity of the terms, covenants pledge or conditions on the part grant of the lessor to be performed or observed thereundera security interest effected hereby; (ei) Grantor shall notwhen the Pledged Securities, without certificates, instruments or other documents representing or evidencing the prior written consent Collateral are delivered to the Notes Collateral Agent (or its designee as provided in Section 2.01(b)) in accordance with this Agreement, the Notes Collateral Agent will have a valid and perfected first Lien upon and security interest in such Pledged Securities as security for the payment and performance of Grantee the Obligations; and (which may be granted or withheld ii) when Uniform Commercial Code Financing Statements in Grantee’s sole the form of Exhibit B hereto naming the appropriate Pledgor in accordance with Schedule II as debtor and absolute discretion) terminatethe Notes Collateral Agent as secured party are filed in the respective offices as set forth in Schedule 2.03 hereto, modify or surrender the Subject Lease or Notes Collateral Agent will have a valid and perfected first Lien upon and security interest in such Pledged Interests as security for the Purchase Option (other than by any exercise thereof), payment and any such attempted termination, modification or surrender without Grantee’s written consent shall be voidperformance of the Obligations; (f) Grantor shall notthe pledge and the grant of a security interest effected hereby are effective to vest in the Notes Collateral Agent, without on behalf of itself and the prior written consent of GranteeNoteholders, exercise the Purchase Option; (g) Grantor shall, within twenty (20) days after written request from Grantee, use its best efforts to obtain from the lessor and deliver to Grantee a certificate setting forth the name rights of the tenant under the Subject Lease and stating that the Subject Lease is in full force and effect, is unmodified or, if the Subject Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereof has been served on Grantor, stating that no default or event which with notice or lapse of time (or both) would become a default is existing under the Subject Lease (or if any such default or event is existing, specifying the nature of such default or event), stating the date to which rent has been paid, and containing such other statements and representations as may be requested by Grantee; and (h) Grantor shall not at any time subordinate its interest Notes Collateral Agent in the Mortgaged Property or any portion thereof to the Lien or interests of any mortgagee of the lessor’s fee interest in the PremisesCollateral as set forth herein.

Representations; Warranties; Covenants. Grantor Each Pledgor hereby represents, warrants and covenants covenants, to and with the Trustee and the Noteholders that: (1i) Except the Pledged Stock has been delivered to the Trustee (or its designee) in pledge hereunder, and represents that percentage as set forth on Schedule I of the issued and outstanding shares of each class of the capital stock of the issuer with respect thereto; and (ii) a first priority security interest in the Pledged Interests has been granted to the Trustee hereunder, and the Pledged Interests represent the interests in the Partnerships and the LLCs as set forth in Exhibit B hereof, the Subject Lease is unmodified and in full force and effect, (2) all rent and other charges therein have been paid to the extent they are payable to the date hereof, (3) Grantor enjoys the quiet and peaceful possession of the Premises, (4) to the best of its knowledge, Grantor is not in default under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder, (5) to the best of Grantor’s knowledge, the lessor thereunder is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed, (6) Grantor has not previously subordinated its interest in the Mortgaged Property to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises and (7) the Purchase Option is in full force and effect, has not been modified and none of Grantor’s rights and interests therein have been waivedSchedule II; (b) Grantor shall promptly payeach Pledgor (i) is and will at all times continue to be the direct owner, when due beneficially and payableof record, of the Collateral indicated on Schedule I and Schedule II with respect to such Pledgor, (ii) holds the same free and clear of all Liens, except for the security interest granted in the Collateral hereunder and except for the security interest which the Pledgor has concurrently herewith granted to the Collateral Agent for the benefit of the Bank Lenders on an equal priority and pari passu basis with the security interest created hereunder to secure the obligations of the Pledgors under or in respect of the Bank Credit Agreement for so long as the Intercreditor Agreement is in effect, (iii) will make no assignment, pledge, hypothecation or transfer of or create or suffer to exist any security interest in or other Lien on, the rent Collateral, other than pursuant hereto, and other charges payable pursuant (iv) subject to Section 2.05, will cause any and all Collateral to be forthwith deposited with the Trustee (or its designee as provided in Section 2.01(b)) and pledged or otherwise subject to the Subject Lease, and will timely perform and observe all of the other terms, covenants and conditions required to be performed and observed by Grantor as lessee under the Subject Leasesecurity interest created hereunder; (c) Grantor shall notify Grantee in writing of any default by Grantor each Pledgor (i) has the power and authority to pledge or grant a security interest in the performance Collateral in the manner hereby done or observance contemplated and (ii) will defend its title or interest thereto or therein and the Lien of the Trustee for the ratable benefit of the Noteholders against any termsand all other Liens, covenants or conditions on the part however arising, of Grantor to be performed or observed under the Subject Lease within three (3) days after Grantor obtains knowledge of such default;all Persons whomsoever. (d) Grantor shall, immediately upon receipt thereof, deliver a copy no consent or approval (i) of each notice given to Grantor by the lessor pursuant any Governmental Authority or any securities exchange or (ii) of any other Person except any such Person whose consent has been obtained in writing and delivered to the Subject Lease and promptly notify Grantee in writing of any default by Trustee, was or is necessary to the lessor in the performance or observance of any validity of the terms, covenants pledge or conditions on the part grant of the lessor to be performed or observed thereundera security interest effected hereby; (ei) Grantor shall notwhen the Pledged Securities, without certificates, instruments or other documents representing or evidencing the prior written consent Collateral are delivered to the Trustee (or its designee as provided in Section 2.01(b)) in accordance with this Agreement, the Trustee will have a valid and perfected first Lien upon and security interest in such Pledged Securities as security for the payment and performance of Grantee the Obligations; and (which may be granted or withheld ii) when Uniform Commercial Code Financing Statements in Grantee’s sole the form of Exhibit B hereto naming the appropriate Pledgor in accordance with Schedule II as debtor and absolute discretion) terminatethe Trustee as secured party are filed in the respective offices as set forth in Schedule 2.03 hereto, modify or surrender the Subject Lease or Trustee will have a valid and perfected first Lien upon and security interest in such Pledged Interests as security for the Purchase Option (other than by any exercise thereof), payment and any such attempted termination, modification or surrender without Grantee’s written consent shall be voidperformance of the Obligations; (f) Grantor shall notthe pledge and the grant of a security interest effected hereby are effective to vest in the Trustee, without on behalf of itself and the prior written consent of GranteeNoteholders, exercise the Purchase Option; (g) Grantor shall, within twenty (20) days after written request from Grantee, use its best efforts to obtain from the lessor and deliver to Grantee a certificate setting forth the name rights of the tenant under the Subject Lease and stating that the Subject Lease is in full force and effect, is unmodified or, if the Subject Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereof has been served on Grantor, stating that no default or event which with notice or lapse of time (or both) would become a default is existing under the Subject Lease (or if any such default or event is existing, specifying the nature of such default or event), stating the date to which rent has been paid, and containing such other statements and representations as may be requested by Grantee; and (h) Grantor shall not at any time subordinate its interest Trustee in the Mortgaged Property or any portion thereof to the Lien or interests of any mortgagee of the lessor’s fee interest in the PremisesCollateral as set forth herein.

Representations; Warranties; Covenants. Grantor Each Pledgor hereby represents, warrants and covenants covenants, to and with the Collateral Agent that:: (a) (1i) Except the Pledged Stock has been delivered to the Collateral Agent in pledge hereunder, and represents that percentage as set forth on Schedule I of the issued and outstanding shares of each class of the capital stock of the issuer with respect thereto; and (ii) a first priority security interest in the Pledged Interests has been granted to the Collateral Agent hereunder, and the Pledged Interests represent the interests in the Partnerships as set forth in Exhibit B hereofSchedule II; (b) each Pledgor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Subject Lease Collateral indicated on Schedule I or Schedule II to be owned by such Pledgor, (ii) holds the same free and clear of all Liens, except for the security interest granted in the Collateral hereunder and except for the security interest which the Pledgor has concurrently herewith granted to the Trustee for the holders of the Prudential Notes for the benefit thereof on an equal priority and pari passu basis with the security interest created hereunder for so long as the Prudential Intercreditor Agreement is unmodified and in full force and effect, (2iii) will make no assignment, pledge, hypothecation or transfer of or create or suffer to exist any security interest in or other Lien on, the Collateral, other than pursuant hereto, and (iv) subject to Section 2.05, will cause any and all rent Collateral to be forthwith deposited with the Collateral Agent and other charges therein have been paid pledged or otherwise subject to the extent they are payable to the date hereof, (3) Grantor enjoys the quiet and peaceful possession of the Premises, (4) to the best of its knowledge, Grantor is not in default under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder, (5) to the best of Grantor’s knowledge, the lessor thereunder is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed, (6) Grantor has not previously subordinated its security interest in the Mortgaged Property to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises and (7) the Purchase Option is in full force and effect, has not been modified and none of Grantor’s rights and interests therein have been waived; (b) Grantor shall promptly pay, when due and payable, the rent and other charges payable pursuant to the Subject Lease, and will timely perform and observe all of the other terms, covenants and conditions required to be performed and observed by Grantor as lessee under the Subject Leasecreated hereunder; (c) Grantor shall notify Grantee in writing of any default by Grantor each Pledgor (i) has the power and authority to pledge or grant a security interest in the performance Collateral in the manner hereby done or observance contemplated and (ii) will defend its title or interest thereto or therein and the Lien of the Collateral Agent for the ratable benefit of the Secured Parties against any termsand all other Liens, covenants or conditions on the part however arising, of Grantor to be performed or observed under the Subject Lease within three (3) days after Grantor obtains knowledge of such default; all Persons whomsoever. (d) Grantor shall, immediately upon receipt thereof, deliver a copy no consent or approval (i) of each notice given to Grantor by the lessor pursuant any Governmental Authority or any securities exchange or (ii) of any other Person except any such Person whose consent has been obtained in writing and delivered to the Subject Lease Collateral Agent, was or is necessary to the validity of the pledge or grant of a security interest effected hereby; (e) (i) when the Pledged Securities, certificates, instruments or other documents representing or evidencing the Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have a valid and promptly notify Grantee perfected first Lien upon and security interest in writing such Pledged Securities as security for the payment and performance of any default by the lessor Obligations; and (ii) when Uniform Commercial Code Financing Statements in the form of Exhibit 2.03 hereto naming the appropriate Pledgor in accordance with Schedule II as debtor and the Collateral Agent as secured party are filed in the respective offices as set forth in Schedule 2.03 hereto, the Collateral Agent will have a valid and perfected first Lien upon and security interest in such Pledged Interests as security for the payment and performance or observance of any of the terms, covenants or conditions on the part of the lessor to be performed or observed thereunder; (e) Grantor shall not, without the prior written consent of Grantee (which may be granted or withheld in Grantee’s sole and absolute discretion) terminate, modify or surrender the Subject Lease or the Purchase Option (other than by any exercise thereof), and any such attempted termination, modification or surrender without Grantee’s written consent shall be void; Obligations; (f) Grantor shall notthe pledge and the grant of a security interest effected hereby are effective to vest in the Collateral Agent, without on behalf of itself and the prior written consent of GranteeSecured Parties, exercise the Purchase Option; (g) Grantor shall, within twenty (20) days after written request from Grantee, use its best efforts to obtain from the lessor and deliver to Grantee a certificate setting forth the name rights of the tenant under the Subject Lease and stating that the Subject Lease is in full force and effect, is unmodified or, if the Subject Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereof has been served on Grantor, stating that no default or event which with notice or lapse of time (or both) would become a default is existing under the Subject Lease (or if any such default or event is existing, specifying the nature of such default or event), stating the date to which rent has been paid, and containing such other statements and representations as may be requested by Grantee; and (h) Grantor shall not at any time subordinate its interest Collateral Agent in the Mortgaged Property or any portion thereof to the Lien or interests of any mortgagee of the lessor’s fee interest in the PremisesCollateral as set forth herein.

Representations; Warranties; Covenants. Grantor hereby represents, warrants and covenants that: (1) Except as set forth in Exhibit B hereof, the Subject Lease is unmodified and in full force and effect, (2) all rent and other charges therein have been paid to the extent they are payable to the date hereof, (3) Grantor enjoys the quiet and peaceful possession of the Premises, (4) to the best of its knowledge, Grantor is not in default under any of the material terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder, (5) to the best of Grantor’s knowledge, the lessor thereunder is not in default under any of the material terms or provisions thereof on the part of the lessor to be observed or performed, and (6) Grantor has not previously subordinated its interest in the Mortgaged Property to the Lien or interests of any mortgagee beneficiary of the lessor’s fee interest in the Premises and (7) the Purchase Option is in full force and effect, has not been modified and none of Grantor’s rights and interests therein have been waivedPremises; (b) Grantor shall promptly pay, when due and payable, the rent and other charges payable pursuant to the Subject Lease, taking into account any applicable grace or cure periods, and will timely perform and observe all of the other terms, covenants and conditions required to be performed and observed by Grantor as lessee under the Subject Lease; (c) Grantor shall notify Grantee Beneficiary in writing of any default by Grantor in the performance or observance of any terms, covenants or conditions on the part of Grantor to be performed or observed under the Subject Lease within three (3) days after Grantor obtains knowledge of such default; (d) Grantor shall, immediately promptly upon receipt thereof, deliver a copy of each material notice given to Grantor by the lessor pursuant to the Subject Lease and promptly notify Grantee Beneficiary in writing of any default by the lessor in the performance or observance of any of the terms, covenants or conditions on the part of the lessor to be performed or observed thereunder; (e) Unless required under the terms of the Subject Lease, Grantor shall not, without the prior written consent of Grantee (which may be granted or withheld in Grantee’s sole and absolute discretion) not terminate, modify or surrender the Subject Lease without the prior written consent of Beneficiary (which, in the case of any proposed termination or surrender, may be granted or withheld in Beneficiary’s sole and absolute discretion and, in the Purchase Option (case of any other than by any exercise thereofmodification, may be granted or withheld in Beneficiary’s reasonable discretion), and any such attempted termination, modification or surrender without GranteeBeneficiary’s written consent shall be void; (f) If the Subject Lease shall be rejected or disaffirmed by the lessor thereunder (or by any receiver, trustee, custodian or other party who succeeds to the rights of such lessor) pursuant to the Bankruptcy Code or similar or successor law or right, Grantor covenants that it will not elect to treat the Subject Lease as terminated under 11 U.S.C. § 365(h) or any similar or successor law or right. Upon the occurrence and during the continuance of an Event of Default, Beneficiary shall nothave the sole and exclusive right to make or refrain from making any such election, without the prior written consent and Grantor agrees that any such election, if made by Grantor other than in accordance with this subsection, shall be void and of Grantee, exercise the Purchase Optionno force or effect; (g) Grantor shall, within twenty thirty (2030) days after written request from GranteeBeneficiary, use its best commercially reasonable efforts to obtain from the lessor and deliver to Grantee Beneficiary a certificate setting forth the name of the tenant under the Subject Lease and stating that the Subject Lease is in full force and effect, is unmodified or, if the Subject Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereof has been served on Grantor, stating that no default or event which with notice or lapse of time (or both) would become a default is existing under the Subject Lease (or if any such default or event is existing, specifying the nature of such default or event), stating the date to which rent has been paid, and containing such other statements and representations as may be requested by GranteeBeneficiary; provided, however, that so long as no Event of Default shall have occurred and be continuing, no more than two (2) such certificates shall be requested during any twelve (12) month period; and (h) Grantor shall not at any time subordinate its interest in the Mortgaged Property or any portion thereof to the Lien or interests of any mortgagee Beneficiary of the lessor’s fee interest in the Premises.

Representations; Warranties; Covenants. Grantor hereby To induce Purchaser to render its services available to Seller, and with full knowledge that the truth and accuracy of the following are being relied upon by the Purchaser in determining whether to accept purchase Receivables the Seller represents, warrants warrants, covenants and covenants agrees, with respect to each Transmittal Sheet delivered to Purchaser, that: (1) Except 6.1 The Seller is the absolute owner of each receivable set forth in each Transmittal Sheet and has full legal right to make said sale, assignment and transfer thereof; 6.2 The correct amount of each Receivable is as set forth in Exhibit B hereofthe Transmittal Sheet and is not in dispute; 6.3 The payment of each receivable is not contingent upon the fulfillment of any obligation or contract, past or future, and any and all obligations required of the Subject Lease is unmodified and in full force and effect, (2) all rent and other charges therein Seller have been fulfilled as of the date of each Transmittal Sheet; 6.4 Each Receivable set forth in a Transmittal Sheet is based on an actual sale and delivery of goods and/or services actually rendered, is presently due and owing to Seller, is not past due or in default, has not been previously sold, assigned, transferred, or pledged, and is free of any encumbrance or lien except to Purchaser; 6.5 There are no defenses, offsets, or counterclaims against any of the Receivables, and no agreement has been made under which the Account Debtor may claim any deduction or discount, except as otherwise stated on each invoice submitted to Purchaser which is listed on the Transmittal Sheet; 6.6 Each Purchased Receivable shall be the property of the Purchaser and shall be paid directly to Purchaser, but if for any reason it should be paid to Seller, Seller shall promptly notify Purchaser of such payment, shall hold any checks, drafts, or moneys so received in trust for the extent they benefit of Purchaser, and shall promptly transfer and deliver the same to the Purchaser; 6.7 Purchaser shall have the right to endorse, and also the right to require endorsement by Seller, on all payments received in connection with each Purchased Receivable and any proceeds of Collateral; 6.8 The Seller, and to Seller's best knowledge, each Account Debtor set forth in the Transmittal Sheet, are and shall remain solvent as that term is defined in the Federal Bankruptcy Code; 6.9 Each Account Debtor named in the Transmittal Sheet will not object to the payment for or the quality or the quantity of the subject matter of the Receivable and is liable for the amount set forth on the Transmittal Sheet; 6.10 Each Account Debtor shall be promptly notified after acceptance by Purchaser that the Purchased Receivable has been transferred to and is payable to Purchaser, and Seller shall not take or permit any action to countermand such notification; 6.11 The Seller's place of business, and the place where records concerning all Receivables herein referred to are kept, is the one set forth at the beginning of this Agreement, and Seller will promptly advise Purchaser in writing if such place of business or record keeping is changed or a new place of business or record keeping is added; 6.12 Seller is not and will not hold any letter of credit or negotiable instrument as support for or in payment of any Purchased Receivable, and any such documentation received by Seller will be immediately turned over to Purchaser, with any necessary assignment or endorsement; 6.13 Seller will not assign, transfer, sell or grant any lien or security interest in the Collateral to any other party without Purchaser's prior written consent; and 6.14 No Account Debtor is affiliated with Seller, either by common ownership or family relationship. 6.15 All Receivables forwarded to and accepted by Purchaser after the date hereof, (3) Grantor enjoys the quiet and peaceful possession thereby becoming Purchased Receivables, shall comply with each and every one of the Premisesforegoing representations, (4) to the best of its knowledge, Grantor is not in default under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder, (5) to the best of Grantor’s knowledge, the lessor thereunder is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed, (6) Grantor has not previously subordinated its interest in the Mortgaged Property to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises and (7) the Purchase Option is in full force and effect, has not been modified and none of Grantor’s rights and interests therein have been waived; (b) Grantor shall promptly pay, when due and payable, the rent and other charges payable pursuant to the Subject Lease, and will timely perform and observe all of the other termswarranties, covenants and conditions required agreements referred to be performed and observed by Grantor as lessee under the Subject Lease; (c) Grantor shall notify Grantee above in writing of any default by Grantor in the performance or observance of any terms, covenants or conditions on the part of Grantor to be performed or observed under the Subject Lease within three (3) days after Grantor obtains knowledge of such default; (d) Grantor shall, immediately upon receipt thereof, deliver a copy of each notice given to Grantor by the lessor pursuant to the Subject Lease and promptly notify Grantee in writing of any default by the lessor in the performance or observance of any of the terms, covenants or conditions on the part of the lessor to be performed or observed thereunder; (e) Grantor shall not, without the prior written consent of Grantee (which may be granted or withheld in Grantee’s sole and absolute discretion) terminate, modify or surrender the Subject Lease or the Purchase Option (other than by any exercise thereof), and any such attempted termination, modification or surrender without Grantee’s written consent shall be void; (f) Grantor shall not, without the prior written consent of Grantee, exercise the Purchase Option; (g) Grantor shall, within twenty (20) days after written request from Grantee, use its best efforts to obtain from the lessor and deliver to Grantee a certificate setting forth the name of the tenant under the Subject Lease and stating that the Subject Lease is in full force and effect, is unmodified or, if the Subject Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereof has been served on Grantor, stating that no default or event which with notice or lapse of time (or both) would become a default is existing under the Subject Lease (or if any such default or event is existing, specifying the nature of such default or event), stating the date to which rent has been paid, and containing such other statements and representations as may be requested by Grantee; and (h) Grantor shall not at any time subordinate its interest in the Mortgaged Property or any portion thereof to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premisesthis section 6.

Representations; Warranties; Covenants. Grantor Mortgagor hereby represents, warrants and covenants that: (a) Except in any case where the following could not, individually or in the aggregate reasonably be expected to have a Material Adverse Effect, (1) Except as set forth in Exhibit B hereof, the Subject Lease is Leases are unmodified and in full force and effect, except as set forth in Exhibit B-1 hereof, (2) all rent and other charges therein have been paid to the extent they are payable to the date hereof, (3) Grantor Mortgagor enjoys the quiet and peaceful possession of the Premises, (4) to the best of its knowledge, Grantor Mortgagor is not in default under any of the material terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder, (5) to the best of GrantorMortgagor’s knowledge, the lessor thereunder under each Subject Lease is not in default under any of the material terms or provisions thereof on the part of the lessor to be observed or performedperformed under the applicable Subject Lease, and (6) Grantor with respect to Leased Land, Mortgagor has not previously subordinated its interest in the Mortgaged Property to the Lien or interests of any mortgagee of the lessor’s fee interest in of the Premises and (7) the Purchase Option is in full force and effect, has not been modified and none of Grantor’s rights and interests therein have been waivedlessor under each Subject Lease; (b) Grantor Mortgagor shall promptly pay, when due and payable, the rent and other charges payable pursuant to the any Subject Lease, taking into account any applicable grace or cure periods, and will timely perform and observe all of the other terms, covenants and conditions required to be performed and observed by Grantor Mortgagor as lessee under the any Subject Lease, except, in any case, where the failure to do so, either individually or in the aggregate, could not be reasonably likely to have a Material Adverse Effect; (c) Grantor As and to the extent required by Section 5.03 of the Credit Agreement, Mortgagor shall promptly notify Grantee Mortgagee in writing of any default by Grantor Mortgagor in the performance or observance of any terms, covenants or conditions on the part of Grantor Mortgagor to be performed or observed under the any Subject Lease within three (3) days after Grantor obtains knowledge of such defaultLease; (d) Grantor As and to the extent required by Section 5.03 of the Credit Agreement, Mortgagor shall, immediately promptly upon receipt thereof, deliver a copy of each material notice given to Grantor Mortgagor by the lessor pursuant to the any Subject Lease and promptly notify Grantee Mortgagee in writing of any default by the lessor in the performance or observance of any of the terms, covenants or conditions on the part of the lessor to be performed or observed thereunder; (e) Grantor shall not, without the prior written consent of Grantee (which may be granted or withheld in Grantee’s sole Alliance Resource Fourth Amended and absolute discretion) terminate, modify or surrender the Subject Lease or the Purchase Option (other than by any exercise thereof), and any such attempted termination, modification or surrender without Grantee’s written consent shall be void; (f) Grantor shall not, without the prior written consent of Grantee, exercise the Purchase Option; (g) Grantor shall, within twenty (20) days after written request from Grantee, use its best efforts to obtain from the lessor and deliver to Grantee a certificate setting forth the name of the tenant under the Subject Lease and stating that the Subject Lease is in full force and effect, is unmodified or, if the Subject Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereof has been served on Grantor, stating that no default or event which with notice or lapse of time (or both) would become a default is existing under the Subject Lease (or if any such default or event is existing, specifying the nature of such default or event), stating the date to which rent has been paid, and containing such other statements and representations as may be requested by Grantee; and (h) Grantor shall not at any time subordinate its interest in the Mortgaged Property or any portion thereof to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises.Restated Credit Agreement

Representations; Warranties; Covenants. Grantor Each Pledgor hereby represents, warrants and covenants covenants, to and with the Collateral Agent that: (1i) Except the Pledged Stock has been delivered to the Collateral Agent in pledge hereunder, and represents that percentage as set forth on Schedule I of the issued and outstanding shares of each class of the capital stock of the issuer with respect thereto; and (ii) a first priority security interest in the Pledged Interests has been granted to the Collateral Agent hereunder, and the Pledged Interests represent the interests in the Partnerships as set forth in Exhibit B hereof, the Subject Lease is unmodified and in full force and effect, (2) all rent and other charges therein have been paid to the extent they are payable to the date hereof, (3) Grantor enjoys the quiet and peaceful possession of the Premises, (4) to the best of its knowledge, Grantor is not in default under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder, (5) to the best of Grantor’s knowledge, the lessor thereunder is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed, (6) Grantor has not previously subordinated its interest in the Mortgaged Property to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises and (7) the Purchase Option is in full force and effect, has not been modified and none of Grantor’s rights and interests therein have been waivedSchedule II; (b) Grantor shall promptly payeach Pledgor (i) is and will at all times continue to be the direct owner, when due beneficially and payableof record, of the Collateral indicated on Schedule I or Schedule II to be owned by such Pledgor, (ii) holds the same free and clear of all Liens, except for the security interest granted in the Collateral hereunder and except for the security interest which the Pledgor has concurrently herewith granted to the Trustee for the holders of the Prudential Notes for the benefit thereof on an equal priority and pari passu basis with the security interest created hereunder for so long as the Prudential Intercreditor Agreement is in effect, (iii) will make no assignment, pledge, hypothecation or transfer of or create or suffer to exist any security interest in or other Lien on, the rent Collateral, other than pursuant hereto, and other charges payable pursuant (iv) subject to Section 2.05, will cause any and all Collateral to be forthwith deposited with the Collateral Agent and pledged or otherwise subject to the Subject Lease, and will timely perform and observe all of the other terms, covenants and conditions required to be performed and observed by Grantor as lessee under the Subject Leasesecurity interest created hereunder; (c) Grantor shall notify Grantee in writing of any default by Grantor each Pledgor (i) has the power and authority to pledge or grant a security interest in the performance Collateral in the manner hereby done or observance contemplated and (ii) will defend its title or interest thereto or therein and the Lien of the Collateral Agent for the ratable benefit of the Secured Parties against any termsand all other Liens, covenants or conditions on the part however arising, of Grantor to be performed or observed under the Subject Lease within three (3) days after Grantor obtains knowledge of such default;all Persons whomsoever. (d) Grantor shall, immediately upon receipt thereof, deliver a copy no consent or approval (i) of each notice given to Grantor by the lessor pursuant any Governmental Authority or any securities exchange or (ii) of any other Person except any such Person whose consent has been obtained in writing and delivered to the Subject Lease and promptly notify Grantee in writing of any default by Collateral Agent, was or is necessary to the lessor in the performance or observance of any validity of the terms, covenants pledge or conditions on the part grant of the lessor to be performed or observed thereundera security interest effected hereby; (ei) Grantor shall notwhen the Pledged Securities, without certificates, instruments or other documents representing or evidencing the prior written consent Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have a valid and perfected first Lien upon and security interest in such Pledged Securities as security for the payment and performance of Grantee the Obligations; and (which may be granted or withheld ii) when Uniform Commercial Code Financing Statements in Grantee’s sole the form of Exhibit 2.03 hereto naming the appropriate Pledgor in accordance with Schedule II as debtor and absolute discretion) terminatethe Collateral Agent as secured party are filed in the respective offices as set forth in Schedule 2.03 hereto, modify or surrender the Subject Lease or Collateral Agent will have a valid and perfected first Lien upon and security interest in such Pledged Interests as security for the Purchase Option (other than by any exercise thereof), payment and any such attempted termination, modification or surrender without Grantee’s written consent shall be voidperformance of the Obligations; (f) Grantor shall notthe pledge and the grant of a security interest effected hereby are effective to vest in the Collateral Agent, without on behalf of itself and the prior written consent of GranteeSecured Parties, exercise the Purchase Option; (g) Grantor shall, within twenty (20) days after written request from Grantee, use its best efforts to obtain from the lessor and deliver to Grantee a certificate setting forth the name rights of the tenant under the Subject Lease and stating that the Subject Lease is in full force and effect, is unmodified or, if the Subject Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereof has been served on Grantor, stating that no default or event which with notice or lapse of time (or both) would become a default is existing under the Subject Lease (or if any such default or event is existing, specifying the nature of such default or event), stating the date to which rent has been paid, and containing such other statements and representations as may be requested by Grantee; and (h) Grantor shall not at any time subordinate its interest Collateral Agent in the Mortgaged Property or any portion thereof to the Lien or interests of any mortgagee of the lessor’s fee interest in the PremisesCollateral as set forth herein.

Representations; Warranties; Covenants. Grantor The Borrower hereby representsconfirms that each of its representations, warrants warranties and covenants that: (1) Except as set forth in Exhibit B hereofthe Existing Credit Agreement, as amended by this Amendment, are true and correct as of the Subject Lease is unmodified date first written above with the same effect as though each had been made as of such date, except to the extent that any of such representations, warranties or covenants expressly relate to earlier dates. Except as expressly amended by the terms of this Amendment, all terms and conditions of the Credit Agreement and the other Credit Documents shall remain in full force and effect, (2) all rent effect and other charges therein have been paid to E-Loan and the extent they are payable to Borrower hereby ratify their respective obligations thereunder. The Borrower confirms that as of the date hereofhereof its obligations under the Existing Credit Agreement, (3) Grantor enjoys as amended by this Amendment, and the quiet and peaceful possession of the Premises, (4) to the best of its knowledge, Grantor is not in default under any of the terms thereof and there other Credit Documents are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder, (5) to the best of Grantor’s knowledge, the lessor thereunder is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed, (6) Grantor has not previously subordinated its interest in the Mortgaged Property to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises and (7) the Purchase Option is in full force and effect, effect and are hereby ratified. The Borrower represents and warrants that (i) the Termination Date has not occurred and no Pending Event of Default or Event of Default has occurred, (ii) it has the power and is duly authorized to execute and deliver this Amendment, (iii) this Amendment has been modified duly authorized, executed and none delivered and constitutes the legal, valid and binding obligation of Grantor’s rights it enforceable against it in accordance with its terms, (iv) it is and interests therein have will continue to be duly authorized to perform its obligations under this Amendment and the other Credit Documents, (v) the execution, delivery and performance by it of this Amendment does not and will not require any consent or approval, which has not already been waived; (b) Grantor shall promptly payobtained, when due and payablefrom any Governmental Authority, the rent and equity owner or any other charges payable pursuant to the Subject LeasePerson, and will timely perform (vi) the execution, delivery and observe all performance by it of the other terms, covenants and conditions required to be performed and observed by Grantor as lessee under the Subject Lease; (c) Grantor this Amendment shall notify Grantee in writing of any default by Grantor not result in the performance breach of, or observance of any terms, covenants or conditions on the part of Grantor to be performed or observed under the Subject Lease within three (3) days after Grantor obtains knowledge of such default; (d) Grantor shall, immediately upon receipt thereof, deliver a copy of each notice given to Grantor by the lessor pursuant to the Subject Lease and promptly notify Grantee in writing of any default by the lessor in the performance or observance of any of the terms, covenants or conditions on the part of the lessor to be performed or observed thereunder; (e) Grantor shall not, without the prior written consent of Grantee (which may be granted or withheld in Grantee’s sole and absolute discretion) terminate, modify or surrender the Subject Lease or the Purchase Option (other than by any exercise thereof), and any such attempted termination, modification or surrender without Grantee’s written consent shall be void; (f) Grantor shall not, without the prior written consent of Grantee, exercise the Purchase Option; (g) Grantor shall, within twenty (20) days after written request from Grantee, use its best efforts to obtain from the lessor and deliver to Grantee a certificate setting forth the name of the tenant under the Subject Lease and stating that the Subject Lease is in full force and effect, is unmodified or, if the Subject Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereof has been served on Grantor, stating that no default or event which with notice or lapse of time (or both) would become constitute a default is existing under the Subject Lease (under, any material agreement or if any such default or event is existing, specifying the nature of such default or event), stating the date instrument to which rent has been paid, and containing such other statements and representations as may be requested by Grantee; and (h) Grantor shall not at any time subordinate its interest in the Mortgaged Property or any portion thereof to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premisesit is a party.

Representations; Warranties; Covenants. Grantor hereby represents, warrants and covenants that: (1) Except as set forth in Exhibit B hereof, the Subject Lease is unmodified and in full force and effect, (2) all rent and other charges therein have been paid to the extent they are payable to the date hereof, (3) Grantor enjoys the quiet and peaceful possession of the Premises, (4) to the best of its knowledge, Grantor is not in default under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder, (5) to the best of Grantor’s 's knowledge, the lessor thereunder is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed, (6) Grantor has not previously subordinated its interest in the Mortgaged Property to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises and (7) the Purchase Option is in full force and effect, has not been modified and none of Grantor’s rights and interests therein have been waived; (b) Grantor shall promptly pay, when due and payable, the rent and other charges payable pursuant to the Subject Lease, and will timely perform and observe all of the other terms, covenants and conditions required to be performed and observed by Grantor as lessee under the Subject Lease; (c) Grantor shall notify Grantee Beneficiary in writing of any default by Grantor in the performance or observance of any terms, covenants or conditions on the part of Grantor to be performed or observed under the Subject Lease within three (3) days after Grantor obtains knowledge of such default; (d) Grantor shall, immediately upon receipt thereof, deliver a copy of each notice given to Grantor by the lessor pursuant to the Subject Lease and promptly notify Grantee Beneficiary in writing of any default by the lessor in the performance or observance of any of the terms, covenants or conditions on the part of the lessor to be performed or observed thereunder; (e) Unless required under the terms of the Subject Lease, Grantor shall not, without the prior written consent of Grantee Beneficiary (which may be granted or withheld in Grantee’s Beneficiary's sole and absolute discretion) terminate, modify or surrender the Subject Lease or the Purchase Option (other than by any exercise thereof)Lease, and any such attempted termination, modification or surrender without Grantee’s Beneficiary's written consent shall be void;; and (f) Grantor shall not, without the prior written consent of Grantee, exercise the Purchase Option; (g) Grantor shall, within twenty (20) days after written request from GranteeBeneficiary, use its best efforts to obtain from the lessor and deliver to Grantee Beneficiary a certificate setting forth the name of the tenant under the Subject Lease and stating that the Subject Lease is in full force and effect, is unmodified or, if the Subject Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereof has been served on Grantor, stating that no default or event which with notice or lapse of time (or both) would become a default is existing under the Subject Lease (or if any such default or event is existing, specifying the nature of such default or event), stating the date to which rent has been paid, and containing such other statements and representations as may be requested by Grantee; and (h) Grantor shall not at any time subordinate its interest in the Mortgaged Property or any portion thereof to the Lien or interests of any mortgagee of the lessor’s fee interest in the PremisesBeneficiary.

Representations; Warranties; Covenants. Grantor Mortgagor hereby represents, warrants and covenants that: (1) Except as set forth in Exhibit B hereof, the Subject Each Primary Lease is unmodified and in full force and effecteffect except as set forth on Exhibit C attached hereto, (2) all rent and other charges therein have been paid to the extent they are payable to the date hereof, (3) Grantor Mortgagor enjoys the quiet and peaceful possession of the Premisesproperty demised thereby, (4) to the best of its knowledge, Grantor Mortgagor is not in default under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder, and (5) to the best of GrantorMortgagor’s knowledge, the lessor thereunder is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed, (6) Grantor has not previously subordinated its interest in the Mortgaged Property to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises and (7) the Purchase Option is in full force and effect, has not been modified and none of Grantor’s rights and interests therein have been waived; (b) Grantor Mortgagor shall promptly pay, when due and payable, the rent and other charges payable pursuant to the Subject each Primary Lease, and will timely perform and observe all of the other terms, covenants and conditions required to be performed and observed by Grantor Mortgagor as lessee under the Subject such Primary Lease; (c) Grantor Mortgagor shall notify Grantee Mortgagee in writing of any material default by Grantor Mortgagor in the performance or observance of any material terms, covenants or conditions on the part of Grantor Mortgagor to be performed or observed under the Subject Lease Primary Leases within three (3) days Business Days after Grantor obtains Mortgagor receives written notice or has actual knowledge of such default, except in each case where there failure to so notify Mortgagee could not reasonably be expected to result in a Material Adverse Effect; (d) Grantor Mortgagor shall, immediately upon receipt thereof, deliver a copy of each material written notice given to Grantor Mortgagor by the lessor pursuant to the Subject Lease Primary Leases and promptly notify Grantee Mortgagee in writing of any material default by the lessor in the performance or observance of any of the terms, covenants or conditions on the part of the lessor to be performed or observed thereunderthereunder promptly after Mortgagor knows of such default, except in each case where the failure to so notify Mortgagee could not reasonably be expected to result in a Material Adverse Effect; (e) Grantor Unless required under the terms of any Primary Lease, Mortgagor shall not, without the prior written consent of Grantee Mortgagee (which may be granted or withheld in GranteeMortgagee’s sole and absolute reasonable discretion) terminate, materially modify or surrender the Subject such Primary Lease or the Purchase Option (other than by any exercise thereof)if such action could reasonably be expected to result in a Material Adverse Effect, and any such attempted termination, material modification or surrender without GranteeMortgagee’s prior written consent shall be void; (f) Grantor Mortgagor shall notpromptly exercise each individual option, without if any, to extend or renew the prior written consent term of Granteeeach Primary Lease, if any failure to so exercise the Purchase Optionoption could reasonably be expected to result in a Material Adverse Effect and hereby expressly authorizes and appoints Mortgagee as its agent and attorney-in-fact to exercise any such option in the name and on, behalf of Mortgagor, which power of attorney shall be irrevocable and shall be deemed to be coupled with an interest; (g) Grantor Mortgagor shall, within twenty (20) days after written request from GranteeMortgagee, use its best commercially reasonable efforts to obtain from the lessor and deliver to Grantee Mortgagee a certificate setting forth the name of the tenant under the Subject Lease thereunder and stating that the Subject each Primary Lease is in full force and effect, is unmodified or, if the Subject any Primary Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereof thereon has been served on GrantorMortgagor, stating that to such lessor’s knowledge, no default or event which with notice or lapse of time (or both) would become a default is existing under the Subject Lease (or if any such default or event is existing, specifying the nature of such default or event)Primary Lease, stating the date to which rent has been paid, and specifying the nature of any defaults, if any, and containing such other statements and representations as may be reasonably requested by Grantee; andMortgagee; (h) Grantor In the event that any Primary Lease is rejected or disaffirmed by the lessor thereunder (or by any receiver, trustee, custodian or other party who succeeds to the rights of such lessor) pursuant to any bankruptcy, insolvency, reorganization, moratorium or similar law, Mortgagor covenants that it will not elect to treat such Primary Lease as terminated under Title 11, U.S.C., Section 365(h) or any similar or successor law or right and hereby assigns to Mortgagee the sole and exclusive right to make or refrain from making any such election, and Mortgagor agrees that any such selection, if made by Mortgagor, shall be void and of no force or effect; (i) If the lessor under any Primary Lease (or any receiver, trustee, custodian or other party who succeeds to the rights of such lessor) rejects or disaffirms such Primary Lease pursuant to any bankruptcy, insolvency, reorganization, moratorium or similar law and Mortgagee elects to have Mortgagor remain in possession under any legal right Mortgagor may have to occupy the premises leased pursuant to such Primary Lease, (1) Mortgagor shall remain in such possession and shall perform all acts necessary for Mortgagor to retain its legal rights and to remain in such possession for the unexpired term of such Primary Lease (including all renewals thereof), whether such acts are required under the then existing terms and provisions of such Primary Lease or otherwise, and (2) all of the terms and provisions of this Mortgage and the Lien created hereby shall remain in full force and effect and shall be extended automatically to such possession, occupancy and interest of Mortgagor; (j) Mortgagor shall, at Mortgagor’s sole cost and expense, appear in and defend any action or proceeding arising under or in any manner connected with any Primary Lease or the obligations, duties or liabilities of the lessor or Mortgagor thereunder; Mortgagee may, but shall not at be obligated to, take any time subordinate its action Mortgagee deems necessary or desirable to cure any default by Mortgagor under any Primary Lease. Mortgagor agrees to indemnify, defend and hold the Mortgagee harmless from and against any and all liability, loss or damage which the Mortgagee may incur under any Primary Lease by reason of the mortgage of Mortgagor’s interest in such Primary Lease and from any and all claims and demands whatsoever which may be asserted against Mortgagee by reason of any alleged undertaking or obligation on Mortgagee’s part to perform or discharge any of the Mortgaged Property terms, covenants or any portion thereof agreements contained in such Primary Lease, except to the Lien or interests of extent that any mortgagee such claims and demands arise out of the lessor’s fee interest in gross negligence or willful misconduct of the PremisesMortgagee.

Representations; Warranties; Covenants. Grantor Each Pledgor hereby represents, warrants and covenants covenants, to and with the Collateral Agent that: (1i) Except the Pledged Stock has been delivered to the Collateral Agent in pledge hereunder, and represents that percentage as set forth on Schedule I of the issued and outstanding shares of each class of the capital stock of the issuer with respect thereto; and (ii) a first priority security interest in the Pledged Interests has been granted to the Collateral Agent hereunder, and the Pledged Interests represent the interests in the Partnerships as set forth in Exhibit B hereof, the Subject Lease is unmodified and in full force and effect, (2) all rent and other charges therein have been paid to the extent they are payable to the date hereof, (3) Grantor enjoys the quiet and peaceful possession of the Premises, (4) to the best of its knowledge, Grantor is not in default under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder, (5) to the best of Grantor’s knowledge, the lessor thereunder is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed, (6) Grantor has not previously subordinated its interest in the Mortgaged Property to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises and (7) the Purchase Option is in full force and effect, has not been modified and none of Grantor’s rights and interests therein have been waivedSchedule II; (b) Grantor shall promptly payeach Pledgor (i) is and will at all times continue to be the direct owner, when due beneficially and payableof record, of the Collateral indicated on Schedule I or Schedule II to be owned by such Pledgor, (ii) holds the same free and clear of all Liens, except for the security interest granted in the Collateral hereunder and except for the security interest which the Pledgor has concurrently herewith granted to the Trustee for the Senior Notes for the benefit thereof on an equal priority and pari passu basis with the security interest created hereunder, (iii) will make no assignment, pledge, hypothecation or transfer of or create or suffer to exist any security interest in or other Lien on, the rent Collateral, other than pursuant hereto, and other charges payable pursuant (iv) subject to Section 2.05, will cause any and all Collateral to be forthwith deposited with the Collateral Agent and pledged or otherwise subject to the Subject Lease, and will timely perform and observe all of the other terms, covenants and conditions required to be performed and observed by Grantor as lessee under the Subject Leasesecurity interest created hereunder; (c) Grantor shall notify Grantee in writing of any default by Grantor each Pledgor (i) has the power and authority to pledge or grant a security interest in the performance Collateral in the manner hereby done or observance contemplated and (ii) will defend its title or interest thereto or therein and the Lien of the Collateral Agent for the ratable benefit of the Secured Parties against any termsand all other Liens, covenants or conditions on the part however arising, of Grantor to be performed or observed under the Subject Lease within three (3) days after Grantor obtains knowledge of such default;all persons whomsoever. (d) Grantor shall, immediately upon receipt thereof, deliver a copy no consent or approval (i) of each notice given to Grantor by the lessor pursuant any Governmental Authority or any securities exchange or (ii) of any other Person except any such Person whose consent has been obtained in writing and delivered to the Subject Lease and promptly notify Grantee in writing of any default by Collateral Agent, was or is necessary to the lessor in the performance or observance of any validity of the terms, covenants pledge or conditions on the part grant of the lessor to be performed or observed thereundera Security Interest effected hereby; (ei) Grantor shall notwhen the Pledged Securities, without certificates, instruments or other documents representing or evidencing the prior written consent Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have a valid and perfected first Lien upon and security interest in such Pledged Securities as security for the payment and performance of Grantee the Obligations; and (which may be granted or withheld ii) when Uniform Commercial Code Financing Statements in Grantee’s sole the form of Exhibit 2.03 hereto naming the appropriate Pledgor in accordance with Schedule II as debtor and absolute discretion) terminatethe Collateral Agent as secured party are filed in the respective offices as set forth in Schedule 2.03 hereto, modify or surrender the Subject Lease or Collateral Agent will have a valid and perfected first Lien upon and security interest in such Pledged Interests as security for the Purchase Option (other than by any exercise thereof), payment and any such attempted termination, modification or surrender without Grantee’s written consent shall be voidperformance of the Obligations; (f) Grantor shall notthe pledge and the grant of a security interest effected hereby are effective to vest in the Collateral Agent, without the prior written consent of Grantee, exercise the Purchase Option; (g) Grantor shall, within twenty (20) days after written request from Grantee, use its best efforts to obtain from the lessor and deliver to Grantee a certificate setting forth the name on behalf of the tenant under the Subject Lease and stating that the Subject Lease is in full force and effect, is unmodified or, if the Subject Lease has been modifiedSecured Parties, the date rights of each modification (together with copies of each such modification), that no notice of termination thereof has been served on Grantor, stating that no default or event which with notice or lapse of time (or both) would become a default is existing under the Subject Lease (or if any such default or event is existing, specifying the nature of such default or event), stating the date to which rent has been paid, and containing such other statements and representations as may be requested by Grantee; and (h) Grantor shall not at any time subordinate its interest Collateral Agent in the Mortgaged Property or any portion thereof to the Lien or interests of any mortgagee of the lessor’s fee interest in the PremisesCollateral as set forth herein.

Representations; Warranties; Covenants. Grantor Mortgagor hereby represents, warrants and covenants that: (1) Except as set forth in Exhibit B hereof, the The Subject Lease is unmodified and in full force and effect, (2) all rent and other charges therein have been paid to the extent they are payable to the date hereof, (3) Grantor Mortgagor enjoys the quiet and peaceful possession of the Premisesproperty demised thereby, (4) to the best of its knowledge, Grantor Mortgagor is not in default under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder, (5) to the best of Grantor’s Mortgagor's knowledge, the lessor thereunder is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed, (6) Grantor has not previously subordinated its interest in the Mortgaged Property to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises and (7) the Purchase Option is in full force and effect, has not been modified and none of Grantor’s rights and interests therein have been waived; (b) Grantor Mortgagor shall promptly pay, when due and payable, the rent and other charges payable pursuant to the Subject Lease, and will timely perform and observe all of the other terms, covenants and conditions required to be performed and observed by Grantor Mortgagor as lessee under the Subject Lease; (c) Grantor Mortgagor shall notify Grantee Mortgagee in writing of any default by Grantor Mortgagor in the performance or observance of any terms, covenants or conditions on the part of Grantor Mortgagor to be performed or observed under the Subject Lease within three (3) days after Grantor obtains knowledge Mortgagor knows of such default; (d) Grantor Mortgagor shall, immediately upon receipt thereof, deliver a copy of each notice given to Grantor Mortgagor by the lessor pursuant to the Subject Lease and promptly notify Grantee Mortgagee in writing of any default by the lessor in the performance or observance of any of the terms, covenants or conditions on the part of the lessor to be performed or observed thereunder; (1) In the fee version of the Mortgage, this heading will read "[Intentionally Omitted]" and Sections 4.1 through 4.4 will be eliminated. Exh. XIV-8 (e) Grantor Unless required under the terms of the Subject Lease, Mortgagor shall not, without the prior written consent of Grantee Mortgagee (which may be granted or withheld in Grantee’s Mortgagee's sole and absolute discretion) terminate, modify or surrender the Subject Lease or the Purchase Option (other than by any exercise thereof)Lease, and any such attempted termination, modification or surrender without Grantee’s Mortgagee's written consent shall be void;; and (f) Grantor shall not, without the prior written consent of Grantee, exercise the Purchase Option; (g) Grantor Mortgagor shall, within twenty (20) days after written request from GranteeMortgagee, use its best efforts to obtain from the lessor and deliver to Grantee Mortgagee a certificate setting forth the name of the tenant under the Subject Lease thereunder and stating that the Subject Lease is in full force and effect, is unmodified or, if the Subject Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereof thereon has been served on GrantorMortgagor, stating that no default or event which with notice or lapse of time (or both) would become a default is existing under the Subject Lease (or if any such default or event is existing, specifying the nature of such default or event)Lease, stating the date to which rent has been paid, and specifying the nature of any defaults, if any, and containing such other statements and representations as may be requested by Grantee; and (h) Grantor shall not at any time subordinate its interest in the Mortgaged Property or any portion thereof to the Lien or interests of any mortgagee of the lessor’s fee interest in the PremisesMortgagee.

Representations; Warranties; Covenants. Grantor Each Pledgor hereby represents, warrants and covenants covenants, to and with the Collateral Agent that: (1i) Except the Pledged Stock has been delivered to the Collateral Agent in pledge hereunder, and represents that percentage as set forth on Schedule I of the issued and outstanding shares of each class of the capital stock of the issuer with respect thereto; and (ii) a first priority security interest in the Pledged Interests has been granted to the Collateral Agent hereunder, and the Pledged Interests represent the interests in the Partnerships as set forth in Exhibit B hereof, the Subject Lease is unmodified and in full force and effect, (2) all rent and other charges therein have been paid to the extent they are payable to the date hereof, (3) Grantor enjoys the quiet and peaceful possession of the Premises, (4) to the best of its knowledge, Grantor is not in default under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder, (5) to the best of Grantor’s knowledge, the lessor thereunder is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed, (6) Grantor has not previously subordinated its interest in the Mortgaged Property to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises and (7) the Purchase Option is in full force and effect, has not been modified and none of Grantor’s rights and interests therein have been waivedSchedule II; (b) Grantor each Pledgor (i) is and will at all times continue to be the direct owner, beneficially and of record, of the Collateral indicated on Schedule I or Schedule II to be owned by such Pledgor, (ii) holds the same free and clear of all Liens, except for the security interest granted in the Collateral hereunder and except for the security interest which the Pledgor has concurrently herewith granted to the Trustee for the holders of the Prudential Notes for the benefit thereof on an equal priority and pari passu basis (disregarding for the purposes of this paragraph the Banking Services Obligations, which shall promptly payrank behind all such other obligations) with the security interest created hereunder for so long as the Prudential Intercreditor Agreement is in effect, when due and payable(iii) will make no assignment, pledge, hypothecation or transfer of or create or suffer to exist any security interest in or other Lien on, the rent Collateral, other than pursuant hereto, and other charges payable pursuant (iv) subject to Section 2.05, will cause any and all Collateral to be forthwith deposited with the Collateral Agent and pledged or otherwise subject to the Subject Lease, and will timely perform and observe all of the other terms, covenants and conditions required to be performed and observed by Grantor as lessee under the Subject Leasesecurity interest created hereunder; (c) Grantor shall notify Grantee in writing of any default by Grantor each Pledgor (i) has the power and authority to pledge or grant a security interest in the performance Collateral in the manner hereby done or observance contemplated and (ii) will defend its title or interest thereto or therein and the Lien of the Collateral Agent for the ratable benefit of the Secured Parties against any termsand all other Liens, covenants or conditions on the part however arising, of Grantor to be performed or observed under the Subject Lease within three (3) days after Grantor obtains knowledge of such default;all Persons whomsoever. (d) Grantor shall, immediately upon receipt thereof, deliver a copy no consent or approval (i) of each notice given to Grantor by the lessor pursuant any Governmental Authority or any securities exchange or (ii) of any other Person except any such Person whose consent has been obtained in writing and delivered to the Subject Lease and promptly notify Grantee in writing of any default by Collateral Agent, was or is necessary to the lessor in the performance or observance of any validity of the terms, covenants pledge or conditions on the part grant of the lessor to be performed or observed thereundera security interest effected hereby; (ei) Grantor shall notwhen the Pledged Securities, without certificates, instruments or other documents representing or evidencing the prior written consent Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have a valid and perfected first Lien upon and security interest in such Pledged Securities as security for the payment and performance of Grantee the Obligations; and (which may be granted or withheld ii) when Uniform Commercial Code Financing Statements in Grantee’s sole the form of Exhibit 2.03 hereto naming the appropriate Pledgor in accordance with Schedule II as debtor and absolute discretion) terminatethe Collateral Agent as secured party are filed in the respective offices as set forth in Schedule 2.03 hereto, modify or surrender the Subject Lease or Collateral Agent will have a valid and perfected first Lien upon and security interest in such Pledged Interests as security for the Purchase Option (other than by any exercise thereof), payment and any such attempted termination, modification or surrender without Grantee’s written consent shall be voidperformance of the Obligations; (f) Grantor shall notthe pledge and the grant of a security interest effected hereby are effective to vest in the Collateral Agent, without on behalf of itself and the prior written consent of GranteeSecured Parties, exercise the Purchase Option; (g) Grantor shall, within twenty (20) days after written request from Grantee, use its best efforts to obtain from the lessor and deliver to Grantee a certificate setting forth the name rights of the tenant under the Subject Lease and stating that the Subject Lease is in full force and effect, is unmodified or, if the Subject Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereof has been served on Grantor, stating that no default or event which with notice or lapse of time (or both) would become a default is existing under the Subject Lease (or if any such default or event is existing, specifying the nature of such default or event), stating the date to which rent has been paid, and containing such other statements and representations as may be requested by Grantee; and (h) Grantor shall not at any time subordinate its interest Collateral Agent in the Mortgaged Property or any portion thereof to the Lien or interests of any mortgagee of the lessor’s fee interest in the PremisesCollateral as set forth herein.

Representations; Warranties; Covenants. Grantor (a) The Borrower hereby representsconfirms that each of its representations, warrants warranties and covenants that: (1) Except as set forth in Exhibit B hereofthe Existing Credit Agreement are true and correct as of the date first written above with the same effect as though each had been made as of such date, except to the Subject Lease is unmodified extent that any of such representations, warranties or covenants expressly relate to earlier dates. Except as expressly amended by the terms of this Amendment, all terms and conditions of the Credit Agreement and the other Credit Documents shall remain in full force and effect, effect and E-Loan and the Borrower hereby ratify their respective obligations thereunder. (2b) all rent and other charges therein have been paid to the extent they are payable to The Borrower confirms that as of the date hereofhereof its obligations under the Existing Credit Agreement, (3) Grantor enjoys as amended by this Amendment, and the quiet and peaceful possession of the Premises, (4) to the best of its knowledge, Grantor is not in default under any of the terms thereof and there other Credit Documents are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder, (5) to the best of Grantor’s knowledge, the lessor thereunder is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed, (6) Grantor has not previously subordinated its interest in the Mortgaged Property to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises and (7) the Purchase Option is in full force and effect, effect and are hereby ratified. The Borrower represents and warrants that (i) the Termination Date has not been modified occurred and none no Event of Grantor’s rights and interests therein have been waived; (b) Grantor shall promptly payDefault, when due and payable, the rent and other charges payable pursuant to the Subject Lease, and will timely perform and observe all of the other terms, covenants and conditions required to be performed and observed by Grantor as lessee under the Subject Lease; (c) Grantor shall notify Grantee in writing of any default by Grantor in the performance or observance of any terms, covenants or conditions on the part of Grantor to be performed or observed under the Subject Lease within three (3) days after Grantor obtains knowledge of such default; (d) Grantor shall, immediately upon receipt thereof, deliver a copy of each notice given to Grantor by the lessor pursuant to the Subject Lease and promptly notify Grantee in writing of any default by the lessor in the performance or observance of any of the terms, covenants or conditions on the part of the lessor to be performed or observed thereunder; (e) Grantor shall not, without the prior written consent of Grantee (which may be granted or withheld in Grantee’s sole and absolute discretion) terminate, modify or surrender the Subject Lease or the Purchase Option (other than by any exercise thereof), and any such attempted termination, modification or surrender without Grantee’s written consent shall be void; (f) Grantor shall not, without the prior written consent of Grantee, exercise the Purchase Option; (g) Grantor shall, within twenty (20) days after written request from Grantee, use its best efforts to obtain from the lessor and deliver to Grantee a certificate setting forth the name of the tenant under the Subject Lease and stating that the Subject Lease is in full force and effect, is unmodified or, if the Subject Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereof has been served on Grantor, stating that no default condition or event which with which, after notice or lapse of time (or both, will constitute an Event of Default, has occurred, (ii) would become it has the power and is duly authorized to execute and deliver this Amendment, (iii) this Amendment has been duly authorized, executed and delivered and constitutes the legal, valid and binding obligation enforceable against it in accordance with its terms, (iv) it is and will continue to be duly authorized to perform its obligations under this Amendment and the other Credit Documents, (v) the execution, delivery and performance by it of this Amendment does not and will not require any consent or approval, which has not already been obtained, from any Governmental Authority, shareholder or any other Person, and (vi) the execution, delivery and performance by it of this Amendment shall not result in the breach of, or constitute a default is existing under the Subject Lease (under, any material agreement or if any such default or event is existing, specifying the nature of such default or event), stating the date instrument to which rent has been paid, and containing such other statements and representations as may be requested by Grantee; and (h) Grantor shall not at any time subordinate its interest in the Mortgaged Property or any portion thereof to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premisesit is a party.

Representations; Warranties; Covenants. Grantor hereby represents, warrants and covenants that: (1) Except as set forth in Exhibit B hereof, the Subject Lease is unmodified and in full force and effect, (2) all rent and other charges therein have been paid to the extent they are payable to the date hereof, (3) Grantor enjoys the quiet and peaceful possession of the Premises, (4) to the best of its knowledge, Grantor is not in default under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder, (5) to the best of Grantor’s knowledge, the lessor thereunder is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed, (6) Grantor has not previously subordinated its interest in the Mortgaged Property to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises and (7) the Purchase Option is in full force and effect, has not been modified and none of Grantor’s rights and interests therein have been waived; (b) Grantor shall promptly pay, when due and payable, the rent and other charges payable pursuant to the Subject Lease, and will timely perform and observe all of the other terms, covenants and conditions required to be performed and observed by Grantor as lessee under the Subject Lease; (c) Grantor shall notify Grantee in writing of any default by Grantor in the performance or observance of any terms, covenants or conditions on the part of Grantor to be performed or observed under the Subject Lease within three (3) days after Grantor obtains knowledge of such default; (d) Grantor shall, immediately upon receipt thereof, deliver a copy of each notice given to Grantor by the lessor pursuant to the Subject Lease and promptly notify Grantee in writing of any default by the lessor in the performance or observance of any of the terms, covenants or conditions on the part of the lessor to be performed or observed thereunder; (e) Grantor shall not, without the prior written consent of Grantee (which may be granted or withheld in Grantee’s sole and absolute discretion) terminate, modify or surrender the Subject Lease or the Purchase Option (other than by any exercise thereof), and any such attempted termination, modification or surrender without Grantee’s written consent shall be void; (f) Grantor shall not, without the prior written consent of Grantee, exercise the Purchase Option; (g) Grantor shall, within twenty (20) days after written request from Grantee, use its best efforts to obtain from the lessor and deliver to Grantee a certificate setting forth the name of the tenant under the Subject Lease and stating that the Subject Lease is in full force and effect, is unmodified or, if the Subject Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereof has been served on Grantor, stating that no default or event which with notice or lapse of time (or both) would become a default is existing under the Subject Lease (or if any such default or event is existing, specifying the nature of such default or event), stating the date to which rent has been paid, and containing such other statements and representations as may be requested by Grantee; and (h) Grantor shall not at any time subordinate its interest in the Mortgaged Property or any portion thereof to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises.

Representations; Warranties; Covenants. Grantor hereby represents, warrants and covenants that: (1) Except as set forth in Exhibit B hereof, the Subject Lease is Mortgaged Leases are unmodified and in full force and effect, (2) all rent and other charges therein have been paid to the extent they are payable to the date hereof, (3) Grantor enjoys the quiet and peaceful possession of the Premises, (4) to the best of its knowledge, Grantor is not in default under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder, (5) to the best of Grantor’s knowledge, the lessor thereunder is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed, (6) Grantor has not previously subordinated its interest in the Mortgaged Property to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises and (7) the Purchase Option is in full force and effect, has not been modified and none of Grantor’s rights and interests therein have been waived; (b) Grantor shall promptly pay, when due and payable, the rent and other charges payable pursuant to the Subject any Mortgaged Lease, and will timely perform and observe all of the other terms, covenants and conditions required to be performed and observed by Grantor as lessee under the Subject any Mortgaged Lease; (c) Grantor shall notify Grantee Beneficiary in writing of any default by Grantor in the performance or observance of any terms, covenants or conditions on the part of Grantor to be performed or observed under the Subject any Mortgaged Lease within three (3) days after Grantor obtains knowledge of such default; (d) Grantor shall, immediately upon receipt thereof, deliver a copy of each notice given to Grantor by the lessor pursuant to the Subject any Mortgaged Lease and promptly notify Grantee Beneficiary in writing of any default by the lessor in the performance or observance of any of the terms, covenants or conditions on the part of the lessor to be performed or observed thereunder; (e) Unless required under the terms of any Mortgaged Lease, Grantor shall not, without the prior written consent of Grantee Beneficiary (which may be granted or withheld in GranteeBeneficiary’s sole and absolute discretion) terminate, modify or surrender the Subject Lease or the Purchase Option (other than by any exercise thereof)Mortgaged Lease, and any such attempted termination, modification or surrender without GranteeBeneficiary’s written consent shall be void;; and (f) Grantor shall not, without the prior written consent of Grantee, exercise the Purchase Option; (g) Grantor shall, within twenty (20) days after written request from GranteeBeneficiary, use its best efforts to obtain from the lessor and deliver to Grantee Beneficiary a certificate setting forth the name of the tenant under the Subject any Mortgaged Lease and stating that the Subject such Mortgaged Lease is in full force and effect, is unmodified or, if the Subject such Mortgaged Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereof has been served on Grantor, stating that no default or event which with notice or lapse of time (or both) would become a default is existing under the Subject such Mortgaged Lease (or if any such default or event is existing, specifying the nature of such default or event), stating the date to which rent has been paid, and containing such other statements and representations as may be requested by Grantee; and (h) Grantor shall not at any time subordinate its interest in the Mortgaged Property or any portion thereof to the Lien or interests of any mortgagee of the lessor’s fee interest in the PremisesBeneficiary.

Representations; Warranties; Covenants. Grantor hereby represents, warrants and covenants that: (1) Except as set forth in Exhibit B As of the date hereof, the Subject Lease is unmodified and in full force and effect, (2) all rent and other charges therein have been paid to the extent they are payable to the date hereof, (3) Grantor enjoys the quiet and peaceful possession of the Premisesproperty demised thereby, (4) to the best of its knowledge, Grantor is not in default in any material respect under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of such a default thereunder, (5) to the best of Grantor’s knowledge, the lessor thereunder is not in default in any material respect under any of the terms or provisions thereof on the part of the lessor to be observed or performed, (6) Grantor has not previously subordinated its interest in the Mortgaged Property to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises and (7) the Purchase Option is in full force and effect, has not been modified and none of Grantor’s rights and interests therein have been waived; (b) Grantor shall promptly pay, when due and payable, the rent and other material charges payable pursuant to the Subject Lease, and will timely perform and observe in all material respects all of the other terms, covenants and conditions required to be performed and observed by Grantor as lessee under the Subject Lease; (c) Grantor shall notify Grantee Beneficiary in writing of any material default by Grantor in the performance or observance of any terms, covenants or conditions on the part of Grantor to be performed or observed under the Subject Lease within three five (35) days Business Days after Grantor obtains knowledge knows of such default; (d) Grantor shall, immediately upon receipt thereof, deliver a copy of each notice given to Grantor by the lessor pursuant to the Subject Lease and promptly after obtaining knowledge thereof notify Grantee Beneficiary in writing of any material default by the lessor in the performance or observance of any of the terms, covenants or conditions on the part of the lessor to be performed or observed thereunder; (e) Unless required under the terms of the Subject Lease and except as permitted pursuant to the Credit Agreement, Grantor shall not, without the prior written consent of Grantee Beneficiary (which may be granted or withheld in GranteeBeneficiary’s sole and absolute discretion) terminate, modify or surrender the Subject Lease or the Purchase Option (other than by any exercise thereof)Lease, and any such attempted termination, modification or surrender without GranteeBeneficiary’s written consent shall be void;; and (f) Grantor shall not, without the prior written consent of Grantee, exercise the Purchase Option; (g) Grantor shall, within twenty (20) days after written request from GranteeBeneficiary, use its best commercially reasonable efforts to obtain from the lessor and deliver to Grantee Beneficiary a certificate setting forth the name of the tenant under the Subject Lease thereunder and stating that the Subject Lease is in full force and effect, is unmodified or, if the Subject Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereof thereon has been served on Grantor, stating that no default or event which with notice or lapse of time (or both) would become a default is existing under the Subject Lease (or if any such default or event is existing, specifying the nature of such default or event)Lease, stating the date to which rent has been paid, and specifying the nature of any defaults, if any, and containing such other statements and representations as may be reasonably requested by Grantee; and (h) Grantor shall not at any time subordinate its interest in the Mortgaged Property or any portion thereof to the Lien or interests of any mortgagee of the lessor’s fee interest in the PremisesBeneficiary.

Representations; Warranties; Covenants. Grantor (a) Each party hereto hereby representsconfirms that each of its representations, warrants warranties and covenants that: (1) Except as set forth in Exhibit B hereofthe Existing Servicing Agreement, as amended by this Amendment, are true and correct as of the Subject Lease is unmodified date first written above with the same effect as though each had been made as of such date, except to the extent that any of such representations, warranties or covenants expressly relate to earlier dates. Each party hereto confirms that as of the date hereof its obligations under the Existing Servicing Agreement, as amended by this Amendment, and the other Credit Documents are in full force and effect, (2) all rent effect and other charges therein have been paid to the extent they are payable to the date hereof, (3) Grantor enjoys the quiet and peaceful possession of the Premises, (4) to the best of its knowledge, Grantor is not in default under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder, (5) to the best of Grantor’s knowledge, the lessor thereunder is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed, (6) Grantor has not previously subordinated its interest in the Mortgaged Property to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises and (7) the Purchase Option is in full force and effect, has not been modified and none of Grantor’s rights and interests therein have been waived;hereby ratified. (b) Grantor shall promptly payEach of the Servicer and the Custodian represents and warrants that (i) no Servicer Event of Default has occurred or, when due event which, but for the requirement for the giving of notice, lapse of time, or both, or but for the satisfaction of any other condition subsequent to such event, would constitute a Servicer Event of Default has occurred, (ii) it has the power and payableis duly authorized to execute and deliver this Amendment, (iii) this Amendment has been duly authorized, executed and delivered and constitutes the rent legal, valid and binding obligation of it enforceable against it in accordance with its terms, (iv) it is and will continue to be duly authorized to perform its obligations under this Amendment and the other charges payable pursuant to Credit Documents, (v) the Subject Leaseexecution, delivery and performance by it of this Amendment does not and will not require any consent or approval, which has not already been obtained, from any Governmental Authority, equity owner or any other Person, and will timely perform (vi) the execution, delivery and observe all performance by it of this Amendment shall not result in the other termsbreach of, covenants and conditions required or constitute a default under, any material agreement or instrument to be performed and observed by Grantor as lessee under the Subject Lease;which it is a party. (c) Grantor shall notify Grantee in writing Each of any default by Grantor in the performance or observance of any terms, covenants or conditions on Servicer and the part of Grantor to be performed or observed under the Subject Lease within three (3) days after Grantor obtains knowledge of such default; (d) Grantor shall, immediately upon receipt thereof, deliver a copy of each notice given to Grantor by the lessor pursuant Custodian hereby acknowledge and agree to the Subject Lease terms and promptly notify Grantee in writing of any default by the lessor in the performance or observance of any conditions of the termsThird Amendment to the Credit Agreement, covenants or conditions on dated as of July 14, 2003 (the part of the lessor to be performed or observed thereunder; (e) Grantor shall not, without the prior written consent of Grantee (which may be granted or withheld in Grantee’s sole and absolute discretion) terminate, modify or surrender the Subject Lease or the Purchase Option (other than by any exercise thereof"Third Amendment"), by and any such attempted terminationamong the Company, modification or surrender without Grantee’s written consent shall be void; (f) Grantor shall notE-Loan, without Inc. and the prior written consent of Grantee, exercise the Purchase Option; (g) Grantor shall, within twenty (20) days after written request from Grantee, use its best efforts to obtain from the lessor and deliver to Grantee a certificate setting forth the name of the tenant under the Subject Lease and stating that the Subject Lease is in full force and effect, is unmodified or, if the Subject Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereof has been served on Grantor, stating that no default or event which with notice or lapse of time (or both) would become a default is existing under the Subject Lease (or if any such default or event is existing, specifying the nature of such default or event), stating the date to which rent has been paid, and containing such other statements and representations as may be requested by Grantee; and (h) Grantor shall not at any time subordinate its interest in the Mortgaged Property or any portion thereof Lender to the Lien or interests of any mortgagee of the lessor’s fee interest in the PremisesCredit Agreement.

Representations; Warranties; Covenants. Grantor hereby To induce Purchaser to render ---------------------------------------- its services to Seller, and with full knowledge that the truth and accuracy of the following are being relied upon by the Purchaser in determining whether to accept purchased Receivables the Seller represents, warrants warrants, covenants and covenants agrees, with respect to each Transmittal Sheet delivered to Purchaser that:. (1) Except 6.1 The Seller is the absolute owner of each receivable set forth in each Transmittal Sheet and has full legal right to make said sale, assignment and transfer thereof; 6.2 The correct amount of each Receivable is as set forth in Exhibit B hereofthe Transmittal Sheet and is not is dispute; 6.3 The payment of each receivable is not contingent upon the fulfillment off any obligation or contract, past or future, and any and all obligations required of the Subject Lease is unmodified and in full force and effect, (2) all rent and other charges therein Seller have been fulfilled as of the date of each Transmittal Sheet; 6.4 Each Receivable set forth in a Transmittal Sheet is based on an actual sale and delivery of goods and/or services actually rendered, is presently due and owing to Seller, is not past due or in default, has not been previously sold, assigned, transferred, or pledged, and is free of any encumbrance or lien except to Purchaser; 6.5 There are no defenses, offsets or counterclaims against any of the Receivables, and no agreement has been made under which the Account Debtor may claim any deduction or discount, except as otherwise stated on each invoice submitted to Purchaser which is listed on the Transmittal Sheet; 6.6 Each Purchased Receivable shall be the property of the Purchaser and shall be paid directly to Purchaser, but if for any reason it should be paid to Seller, Seller shall promptly notify Purchaser of such payment, shall hold any checks, drafts, or moneys so received in trust for the extent they benefit of Purchaser, and shall promptly transfer and deliver the same to the Purchaser; 6.7 Purchaser shall have the right to endorse, and also the right to require endorsement by Seller, on all payments received in connection with each Purchased Receivable and any proceeds of Collateral; 6.8 The Seller, and to Seller's best knowledge, each Account Debtor set forth in the Transmittal Sheet, are and shall remain solvent as that term is defined in the Federal Bankruptcy Code; 6.9 Each Account Debtor named in the Transmittal Sheet will not object to the payment for or the quality or the quantity of the subject matter of the Receivable and is liable for the amount set forth on the Transmittal Sheet; 6.10 Each Account Debtor shall be promptly notified after acceptance by Purchaser that the Purchased Receivable has been transferred to and is payable to Purchaser, and Seller shall not take or permit any action to countermand such notification; 6.11 The Seller's place of business, and the place where records concerning all Receivables herein referred to are kept, is the one set forth at the beginning of this Agreement, and Seller will promptly advise Purchaser in writing if such place of business or record keeping is changed or a new place of business or record keeping is added; 6.12 Seller is not and will not hold any letter of credit or negotiable instrument as support for or in payment of any Purchased Receivable, and any such documentation received by Seller will be immediately turned over to Purchase, with any necessary assignment or endorsement; 6.13 Seller will not assign, transfer, sell, or grant any lien or security interest in the Collateral to any other party without Purchaser's prior written consent; 6.14 No Account Debtor is affiliated with Seller, either by common ownership or family relationship. 6.15 All Receivables forwarded to and accepted by Purchaser after the date hereof, (3) Grantor enjoys the quiet and peaceful possession thereby becoming Purchased Receivables, shall comply with each and every one of the Premisesforegoing representations, (4) to the best of its knowledge, Grantor is not in default under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder, (5) to the best of Grantor’s knowledge, the lessor thereunder is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed, (6) Grantor has not previously subordinated its interest in the Mortgaged Property to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises and (7) the Purchase Option is in full force and effect, has not been modified and none of Grantor’s rights and interests therein have been waived; (b) Grantor shall promptly pay, when due and payable, the rent and other charges payable pursuant to the Subject Lease, and will timely perform and observe all of the other termswarranties, covenants and conditions required agreements referred to be performed and observed by Grantor as lessee under the Subject Leaseabove in this section 6; (c) Grantor shall notify Grantee in writing of any default by Grantor in the performance or observance of any terms, covenants or conditions on the part of Grantor to be performed or observed under the Subject Lease within three (3) days after Grantor obtains knowledge of such default; (d) Grantor shall, immediately upon receipt thereof, deliver a copy of each notice given to Grantor by the lessor pursuant to the Subject Lease and promptly notify Grantee in writing of any default by the lessor in the performance or observance of any of the terms, covenants or conditions on the part of the lessor to be performed or observed thereunder; (e) Grantor shall not, without the prior written consent of Grantee (which may be granted or withheld in Grantee’s sole and absolute discretion) terminate, modify or surrender the Subject Lease or the Purchase Option (other than by any exercise thereof), and any such attempted termination, modification or surrender without Grantee’s written consent shall be void; (f) Grantor shall not, without the prior written consent of Grantee, exercise the Purchase Option; (g) Grantor shall, within twenty (20) days after written request from Grantee, use its best efforts to obtain from the lessor and deliver to Grantee a certificate setting forth the name of the tenant under the Subject Lease and stating that the Subject Lease is in full force and effect, is unmodified or, if the Subject Lease has been modified, the date of each modification (together with copies of each such modification), that no notice of termination thereof has been served on Grantor, stating that no default or event which with notice or lapse of time (or both) would become a default is existing under the Subject Lease (or if any such default or event is existing, specifying the nature of such default or event), stating the date to which rent has been paid, and containing such other statements and representations as may be requested by Grantee; and (h) Grantor shall not at any time subordinate its interest in the Mortgaged Property or any portion thereof to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises.

Representations; Warranties; Covenants. Grantor Each Pledgor hereby represents, warrants and covenants covenants, to and with the Collateral Agent that: (1i) Except the Pledged Stock has been delivered to the Collateral Agent in pledge hereunder, and represents that percentage as set forth on Schedule I of the issued and outstanding shares of each class of the capital stock of the issuer with respect thereto; and (ii) a first priority security interest in the Pledged Interests has been granted to the Collateral Agent hereunder, and the Pledged Interests represent the interests in the Partnerships as set forth in Exhibit B hereof, the Subject Lease is unmodified and in full force and effect, (2) all rent and other charges therein have been paid to the extent they are payable to the date hereof, (3) Grantor enjoys the quiet and peaceful possession of the Premises, (4) to the best of its knowledge, Grantor is not in default under any of the terms thereof and there are no circumstances which, with the passage of time or the giving of notice or both, would constitute an event of default thereunder, (5) to the best of Grantor’s knowledge, the lessor thereunder is not in default under any of the terms or provisions thereof on the part of the lessor to be observed or performed, (6) Grantor has not previously subordinated its interest in the Mortgaged Property to the Lien or interests of any mortgagee of the lessor’s fee interest in the Premises and (7) the Purchase Option is in full force and effect, has not been modified and none of Grantor’s rights and interests therein have been waivedSchedule II; (b) Grantor shall promptly payeach Pledgor (i) is and will at all times continue to be the direct owner, when due beneficially and payableof record, of the Collateral indicated on Schedule I or Schedule II to be owned by such Pledgor, (ii) holds the same free and clear of all Liens, except for the security interest granted hereunder, (iii) will make no assignment, pledge, hypothecation or transfer of or create or suffer to exist any security interest in or other Lien on, the rent Collateral, other than pursuant hereto, and other charges payable pursuant (iv) subject to Section 2.05, will cause any and all Collateral to be forthwith deposited with the Collateral Agent and pledged or otherwise subject to the Subject Lease, and will timely perform and observe all of the other terms, covenants and conditions required to be performed and observed by Grantor as lessee under the Subject Leasesecurity interest created hereunder; (c) Grantor shall notify Grantee in writing of any default by Grantor each Pledgor (i) has the power and authority to pledge or grant a security interest in the performance Collateral in the manner hereby done or observance contemplated and (ii) will defend its title or interest thereto or therein and the Lien of the Collateral Agent for the ratable benefit of the Secured Parties against any termsand all other Liens, covenants or conditions on the part however arising, of Grantor to be performed or observed under the Subject Lease within three (3) days after Grantor obtains knowledge of such default;all persons whomsoever. (d) Grantor shall, immediately upon receipt thereof, deliver a copy no consent or approval (i) of each notice given to Grantor by the lessor pursuant any Governmental Authority or any securities exchange or (ii) of any other Person except any such Person whose consent has been obtained in writing and delivered to the Subject Lease and promptly notify Grantee in writing of any default by Collateral Agent, was or is necessary to the lessor in the performance or observance of any validity of the terms, covenants pledge or conditions on the part grant of the lessor to be performed or observed thereundera Security Interest effected hereby; (ei) Grantor shall notwhen the Pledged Securities, without certificates, instruments or other documents representing or evidencing the prior written consent Collateral are delivered to the Collateral Agent in accordance with this Agreement, the Collateral Agent will have a valid and perfected first Lien upon and security interest in such Pledged Securities as security for the payment and performance of Grantee the Obligations; and (which may be granted or withheld ii) when Uniform Commercial Code Financing Statements in Grantee’s sole the form of Exhibit 2.03 hereto naming the appropriate Pledgor in accordance with Schedule II as debtor and absolute discretion) terminatethe Collateral Agent as secured party are filed in the respective offices as set forth in Schedule 2.03 hereto, modify or surrender the Subject Lease or Collateral Agent will have a valid and perfected first Lien upon and security interest in such Pledged Interests as security for the Purchase Option (other than by any exercise thereof), payment and any such attempted termination, modification or surrender without Grantee’s written consent shall be voidperformance of the Obligations; (f) Grantor shall notthe pledge and the grant of a security interest effected hereby are effective to vest in the Collateral Agent, without the prior written consent of Grantee, exercise the Purchase Option; (g) Grantor shall, within twenty (20) days after written request from Grantee, use its best efforts to obtain from the lessor and deliver to Grantee a certificate setting forth the name on behalf of the tenant under the Subject Lease and stating that the Subject Lease is in full force and effect, is unmodified or, if the Subject Lease has been modifiedSecured Parties, the date rights of each modification (together with copies of each such modification), that no notice of termination thereof has been served on Grantor, stating that no default or event which with notice or lapse of time (or both) would become a default is existing under the Subject Lease (or if any such default or event is existing, specifying the nature of such default or event), stating the date to which rent has been paid, and containing such other statements and representations as may be requested by Grantee; and (h) Grantor shall not at any time subordinate its interest Collateral Agent in the Mortgaged Property or any portion thereof to the Lien or interests of any mortgagee of the lessor’s fee interest in the PremisesCollateral as set forth herein.