Common use of Tenant Leases and Contracts Clause in Contracts

Tenant Leases and Contracts. 7.6.5.1. To Seller’s knowledge, the rent roll delivered with the Documents (the “Rent Roll”) is the Rent Roll prepared by Seller in the ordinary course of its business. To Seller’s knowledge, true, correct and complete copies of all Leases and all amendments and guaranties relating thereto will be delivered to Buyer with the Documents. 7.6.5.2. Except for any parties in possession pursuant to, and any rights of possession granted under, the Leases shown on the Rent Roll, to Seller’s knowledge, there are no leases, subleases, occupancies or tenancies or parties in possession of any part of the Property. To Seller’s knowledge, Seller has not granted to any party any option, rights of first refusal, license or other similar agreement with respect to a purchase or sale of the Property or any portion thereof or any interest therein other than to the AMZ Tenant under the AMZ Lease. To Seller’s knowledge, AMZ Tenant has waived the right of first offer to purchase for its benefit contained in Section 41 and Exhibit E of the AMZ Lease (the “AMZ ROFO”) in connection with the sale of the Mohave Project contemplated hereby by failing to exercise the AMZ ROFO in a timely manner in response to the written notice to AMZ Tenant dated December 22, 2011 sent on behalf of KT I offering AMZ Tenant the opportunity to exercise the AMZ ROFO and purchase the Mohave Project (a copy of such notice is included in the Documents), except that KT I, as landlord, is obligated under the AMZ Lease to allow AMZ Tenant to again have the opportunity to exercise the AMZ ROFO if the portion of the Purchase Price allocated to the Mohave Project is reduced in an amount sufficient to require such additional opportunity under the AMZ Lease. 7.6.5.3. To Seller’s knowledge, (A) Seller has delivered to Buyer a copy of all written listing agreements, commission agreements or agency agreements to which Seller is party or in its possession pursuant to which a leasing commission or finder’s fee may be owing in connection with the current term or any renewal or expansion of the Leases (the “Existing Listing Agreements”); (B) all amounts due under the Existing Listing Agreements in connection with the current term of the Leases have been paid in full; and (C) such Existing Listing Agreements are described on Exhibit G attached hereto. Except as shown in the Rent Roll or in the Documents, all tenant improvement obligations, concessions and other tenant inducements with respect to the current term of the Leases and owing pursuant to the written agreements of Seller, have been fully paid and satisfied by Seller (except that an internal audit has revealed that primarily as a result of KT I’s general contractor overbilling certain construction expenses to KT I, as landlord, AMZ Tenant may have a remaining tenant improvement allowance balance of approximately $67,000 owing to it, such amount, the “Remaining Allowance Amount”) and, to Seller’s knowledge, no such obligations, concessions or inducements, nor any leasing commissions or finder’s fees will become payable in the future on the basis of the written agreement of Seller in connection with the renewal or expansion of any Lease other than as set forth in the Leases, the Existing Listing Agreements or in any of the other Documents. Without limiting the foregoing, to Seller’s knowledge, all leasing commissions, and all tenant improvement obligations, concessions and other tenant inducements, which are presently contemplated to be payable in the future with respect to the future renewal or expansion of any of the Leases are set forth in the Leases, the Rent Roll, the Documents or the Existing Listing Agreements. Except as set forth in the Rent Roll or the Documents, and to Seller’s knowledge, Seller has not received from any Tenant any written notice to cancel, renew or extend any Lease. To Seller’s knowledge, Seller has collected and remitted security deposits in accordance with the requirements of the Leases and law. Seller will use diligent good faith efforts to exactly identify the final amount of the Remaining Allowance Amount and shall pay the same to AMZ Tenant, either directly or in the form additional work, prior to Closing or credit it to Buyer at Closing for payment to AMZ Tenant or, if not determined finally prior to Closing, once determined unless paid to AMZ Tenant in cash or in the form of additional work prior to or after Closing. 7.6.5.4. To Seller’s knowledge, the Contracts delivered with the Documents are the only management, service, supply, repair and maintenance agreements, equipment leases and all other contracts and agreements (excluding the Leases and recorded instruments) with respect to or affecting the Property as of the Effective Date to which Seller is party. To Seller’s knowledge, true, correct and complete copies of all Contracts shall be provided to Buyer with the Documents. 7.6.5.5. Seller has no actual knowledge of and has neither given nor received any written notice of default with respect to any of the Contracts or Leases.

Tenant Leases and Contracts. 7.6.5.1. To Seller’s knowledge, the rent roll delivered with the Documents (the “Rent Roll”a) is the The Rent Roll prepared by Seller in the ordinary course of its business. To Seller’s knowledge, is true, correct and complete copies in all material respects. A true, correct and complete copy of all Leases the Tenant Lease, the Personality Lease, and the Handcraft Sublease and all amendments amendments, guaranties and guaranties other documents relating thereto will be delivered to Buyer with the Documentsare annexed hereto. 7.6.5.2. (b) Except for any parties in possession pursuant to, and any rights of possession granted under, the Leases shown on Tenant Lease, the Rent RollPersonality Lease, to Seller’s knowledgeand the Handcraft Sublease, there are no leases, subleases, (i) leases or (ii) occupancies or tenancies or parties in possession of any part of the Property. To Property to which Seller or any Seller Affiliate is a party or which are based on the agreements of Seller or any Seller Affiliate or, to Seller’s knowledgeKnowledge, to which Seller or any Seller Affiliate is not a party or which are based on the agreements of any party other than Seller or any Seller Affiliate. No Seller Party has not granted to any party any option, rights of first refusal, license or other similar agreement with respect to a purchase or sale of the Property or any portion thereof or any interest therein therein. Neither Seller’s nor any other than Seller Party’s interest in the Tenant Lease, the Handcraft Sublease or the Personality Lease, nor any of the rentals due or to become due under the Tenant Lease has been or will be assigned, encumbered or subject to any Liens at the Closing Date. (c) Seller has no Knowledge of and has neither given nor received any written notice of default with respect to the AMZ Tenant under Lease, the AMZ Lease. To Seller’s knowledge, AMZ Tenant has waived Handcraft Sublease or the right of first offer to purchase for its benefit contained in Section 41 and Exhibit E of the AMZ Lease (the “AMZ ROFO”) in connection with the sale of the Mohave Project contemplated hereby by failing to exercise the AMZ ROFO in a timely manner in response to the written notice to AMZ Tenant dated December 22, 2011 sent on behalf of KT I offering AMZ Tenant the opportunity to exercise the AMZ ROFO and purchase the Mohave Project (a copy of such notice is included in the Documents), except that KT I, as landlord, is obligated under the AMZ Lease to allow AMZ Tenant to again have the opportunity to exercise the AMZ ROFO if the portion of the Purchase Price allocated to the Mohave Project is reduced in an amount sufficient to require such additional opportunity under the AMZ Personality Lease. 7.6.5.3. To Seller’s knowledge, (Ad) Seller has delivered to Buyer a copy of all written listing agreements, commission agreements or agency agreements to which Seller is party or in its possession pursuant to which a leasing commission or finder’s fee may be owing in connection with the current term or any renewal or expansion of the Leases (the “Existing Listing Agreements”); (B) all amounts due under the Existing Listing Agreements in connection with the current term of the Leases have been paid in full; and (C) such Existing Listing Agreements are described on Exhibit G attached hereto. Except as shown expressly stated in the Rent Roll or in the DocumentsRoll, all leasing commissions due to brokers, and all tenant improvement obligations, concessions and other tenant inducements with respect to the current term of the Leases and owing pursuant to the written agreements of Sellerinducements, have been fully paid and satisfied by Seller (except that an internal audit has revealed that primarily as a result of KT I’s general contractor overbilling certain construction expenses to KT I, as landlord, AMZ Tenant may have a remaining tenant improvement allowance balance of approximately $67,000 owing to it, such amount, the “Remaining Allowance Amount”) and, to Seller’s knowledge, and no such commissions, obligations, concessions or inducements, nor any leasing commissions or finder’s fees will inducements become payable in the future on future, excepting only the basis of First Amendment Costs and First Amendment TI, if and to the written agreement of Seller in connection with extent the renewal or expansion of any Lease other than as set forth in the Leases, the Existing Listing Agreements or in any of the other DocumentsFirst Amendment is executed. Without limiting the foregoing, to Seller’s knowledge, the Rent Roll and/or the First Amendment disclose all leasing commissions, and all tenant improvement obligations, concessions and other tenant inducements, which have not been paid and are presently contemplated to be now due and payable or will become payable in the future with respect future, including the initial and renewal term(s) thereof and any expansion of the space leased thereunder, excluding only the First Amendment Costs and the First Amendment TI, if and to the future renewal or expansion of any of extent the Leases are set forth in the Leases, the Rent Roll, the Documents or the Existing Listing AgreementsFirst Amendment is executed. Except as set forth in the Rent Roll or the DocumentsRoll, and to Seller’s knowledge, no Seller Party has not received from any Tenant any written notice to cancel, renew or extend any the Tenant Lease. To Seller’s knowledge, No Seller Party has collected and remitted security deposits in accordance with the requirements of the Leases Tenant Lease and law. Seller will use diligent good faith efforts to exactly identify the final amount of the Remaining Allowance Amount and shall pay the same to AMZ Tenant, either directly or in the form additional work, prior to Closing or credit it to Buyer at Closing for payment to AMZ Tenant or, if not determined finally prior to Closing, once determined unless paid to AMZ Tenant in cash or in the form of additional work prior to or after ClosingLaw. 7.6.5.4. To Seller’s knowledge(e) The Contract List required by Article III is a true, the Contracts delivered with the Documents are the only correct and complete list of all management, service, supply, repair and maintenance agreements, equipment leases and all other contracts and agreements (excluding the Leases and recorded instrumentsTenant Lease) with respect to or affecting the Property as of the Effective Date and at Closing the Contract List shall not include those Contracts being terminated pursuant to which Seller is partythe provisions of Section 8.2. To Seller’s knowledge, trueTrue, correct and complete copies of all Contracts (or written descriptions of oral Contracts) shall be provided to Buyer with the Documentspursuant to Article III. 7.6.5.5. (f) Seller has no actual knowledge Knowledge of and has neither given nor received any written notice of default with respect to any of the Contracts or LeasesContracts.

Tenant Leases and Contracts. 7.6.5.1. To (a) The Rent Roll is true, correct and complete in all material respects to the best of Seller’s knowledge, the rent roll delivered with the Documents (the “Rent Roll”) is the Rent Roll prepared by Seller in the ordinary course of its business. To Seller’s knowledge, trueTrue, correct and complete copies of all Tenant Leases and all amendments amendments, guaranties and guaranties other documents relating thereto will be delivered to Buyer in accordance with the DocumentsArticle III. 7.6.5.2. (b) Except for any parties in possession pursuant to, and any rights of possession granted under, the Tenant Leases shown on the Rent Roll, to Seller’s knowledge, there are no leases, subleases, occupancies or tenancies or parties in possession of any part of the Property. To Seller’s knowledge, Seller has not granted to any party any option, rights of first refusal, license or other similar agreement with respect to a purchase or sale of the Property or any portion thereof or any interest therein other than therein. Neither Seller’s interest in the Tenant Leases nor any of the rentals due or to the AMZ Tenant become due under the AMZ Lease. To Seller’s knowledgeTenant Leases has been or will be assigned, AMZ Tenant has waived encumbered or subject to any Liens at the right of first offer to purchase for its benefit contained in Section 41 and Exhibit E of the AMZ Lease (the “AMZ ROFO”) in connection with the sale of the Mohave Project contemplated hereby by failing to exercise the AMZ ROFO in a timely manner in response to the written notice to AMZ Tenant dated December 22, 2011 sent on behalf of KT I offering AMZ Tenant the opportunity to exercise the AMZ ROFO and purchase the Mohave Project (a copy of such notice is included in the Documents), except that KT I, as landlord, is obligated under the AMZ Lease to allow AMZ Tenant to again have the opportunity to exercise the AMZ ROFO if the portion of the Purchase Price allocated to the Mohave Project is reduced in an amount sufficient to require such additional opportunity under the AMZ LeaseClosing Date. 7.6.5.3. To Seller’s knowledge, (Ac) Seller has delivered no Knowledge of and has neither given nor received any written notice of default with respect to Buyer a copy of all written listing agreements, commission agreements or agency agreements to which Seller is party or in its possession pursuant to which a leasing commission or finder’s fee may be owing in connection with the current term or any renewal or expansion of the Leases Tenant Leases. (the “Existing Listing Agreements”); (Bd) all amounts due under the Existing Listing Agreements in connection with the current term of the Leases have been paid in full; and (C) such Existing Listing Agreements are described on Exhibit G attached hereto. Except as shown expressly stated in the Rent Roll or and as referenced in Section 12.1(b)(vi), all leasing commissions due to brokers under any of the DocumentsTenant Leases, and all tenant improvement obligations, concessions and other tenant inducements with respect to the current term of the Leases and owing pursuant to the written agreements of Sellerinducements, have been fully paid and satisfied by Seller (except that an internal audit has revealed that primarily as a result of KT I’s general contractor overbilling certain construction expenses to KT I, as landlord, AMZ Tenant may have a remaining tenant improvement allowance balance of approximately $67,000 owing to it, such amount, the “Remaining Allowance Amount”) and, to Seller’s knowledge, and no such commissions, obligations, concessions or inducements, nor any leasing commissions or finder’s fees will inducements become payable in the future on the basis of the written agreement of Seller in connection with the renewal or expansion of any Lease other than as set forth in the Leases, the Existing Listing Agreements or in any of the other Documentsfuture. Without limiting the foregoing, to Seller’s knowledge, the Rent Roll discloses all leasing commissions, and all tenant improvement obligations, concessions and other tenant inducements, which have not been paid and are presently contemplated to be now due and payable or will become payable in the future with respect to the future renewal or expansion of any of the Leases are set forth in the Tenant Leases, including the Rent Roll, initial and renewal term(s) thereof and any expansion of the Documents or the Existing Listing Agreementsspace leased thereunder. Except as set forth in the Rent Roll or the Documents, and to Seller’s knowledgeRoll, Seller has not received from any Tenant any written notice to cancel, renew or extend any Tenant Lease. To Seller’s knowledge, Seller has collected and remitted security deposits in accordance with the requirements of the Leases applicable Tenant Lease and law. Seller will use diligent good faith efforts to exactly identify the final amount of the Remaining Allowance Amount and shall pay the same to AMZ Tenant, either directly or in the form additional work, prior to Closing or credit it to Buyer at Closing for payment to AMZ Tenant or, if not determined finally prior to Closing, once determined unless paid to AMZ Tenant in cash or in the form of additional work prior to or after ClosingLaw. 7.6.5.4. To Seller’s knowledge(e) The Contract List required by Article III is a true, the Contracts delivered with the Documents are the only correct and complete list of all management, service, supply, repair and maintenance agreements, equipment leases and all other contracts and agreements (excluding the Leases and recorded instrumentsTenant Leases) with respect to or affecting the Property as of the Effective Date and at Closing the Contract List shall not include those Contracts being terminated pursuant to which Seller is partythe provisions of Section 8.2. To Seller’s knowledge, trueTrue, correct and complete copies of all Contracts (or written descriptions of oral Contracts) shall be provided to Buyer with the Documentspursuant to Article III. 7.6.5.5. (f) Seller has no actual knowledge Knowledge of and has neither given nor received any written notice of default with respect to any of the Contracts or LeasesContracts.

Tenant Leases and Contracts. 7.6.5.1. To Seller’s knowledge, the rent roll delivered with the Documents (the “Rent Roll”a) is the The Rent Roll prepared by Seller is true, correct and complete in the ordinary course of its businessall material respects. To Seller’s knowledge, trueTrue, correct and complete copies of all Tenant Leases and all amendments amendments, guaranties and guaranties other documents relating thereto will be delivered to Buyer in accordance with the DocumentsArticle III. 7.6.5.2. (b) Except for any parties in possession pursuant to, and any rights of possession granted under, the Tenant Leases shown on the Rent Roll, to Seller’s knowledge, there are no leases, subleases, occupancies or tenancies or parties in possession of any part of the Property. To Seller’s knowledge, Seller has not granted to any party any option, rights of first refusal, license or other similar agreement with respect to a purchase or sale of the Property or any portion thereof or any interest therein other than therein. Neither Seller’s interest in the Tenant Leases nor any of the rentals due or to the AMZ Tenant become due under the AMZ Lease. To Seller’s knowledgeTenant Leases has been or will be assigned, AMZ Tenant has waived encumbered or subject to any Liens at the right of first offer to purchase for its benefit contained in Section 41 and Exhibit E of the AMZ Lease (the “AMZ ROFO”) in connection with the sale of the Mohave Project contemplated hereby by failing to exercise the AMZ ROFO in a timely manner in response to the written notice to AMZ Tenant dated December 22, 2011 sent on behalf of KT I offering AMZ Tenant the opportunity to exercise the AMZ ROFO and purchase the Mohave Project (a copy of such notice is included in the Documents), except that KT I, as landlord, is obligated under the AMZ Lease to allow AMZ Tenant to again have the opportunity to exercise the AMZ ROFO if the portion of the Purchase Price allocated to the Mohave Project is reduced in an amount sufficient to require such additional opportunity under the AMZ LeaseClosing Date. 7.6.5.3. To Seller’s knowledge, (Ac) Seller has delivered no Knowledge of and has neither given nor received any written notice of default with respect to Buyer a copy of all written listing agreements, commission agreements or agency agreements to which Seller is party or in its possession pursuant to which a leasing commission or finder’s fee may be owing in connection with the current term or any renewal or expansion of the Leases Tenant Leases. (the “Existing Listing Agreements”); (Bd) all amounts due under the Existing Listing Agreements in connection with the current term of the Leases have been paid in full; and (C) such Existing Listing Agreements are described on Exhibit G attached hereto. Except as shown expressly stated in the Rent Roll or in Roll, all leasing commissions due to brokers under any of the DocumentsTenant Leases, and all tenant improvement obligations, concessions and other tenant inducements with respect to the current term of the Leases and owing pursuant to the written agreements of Sellerinducements, have been fully paid and satisfied by Seller (except that an internal audit has revealed that primarily as a result of KT I’s general contractor overbilling certain construction expenses to KT I, as landlord, AMZ Tenant may have a remaining tenant improvement allowance balance of approximately $67,000 owing to it, such amount, the “Remaining Allowance Amount”) and, to Seller’s knowledge, and no such commissions, obligations, concessions or inducements, nor any leasing commissions or finder’s fees will inducements become payable in the future on the basis of the written agreement of Seller in connection with the renewal or expansion of any Lease other than as set forth in the Leases, the Existing Listing Agreements or in any of the other Documentsfuture. Without limiting the foregoing, to Seller’s knowledge, the Rent Roll discloses all leasing commissions, and all tenant improvement obligations, concessions and other tenant inducements, which have not been paid and are presently contemplated to be now due and payable or will become payable in the future with respect to the future renewal or expansion of any of the Leases are set forth in the Tenant Leases, including the Rent Roll, initial and renewal term(s) thereof and any expansion of the Documents or the Existing Listing Agreementsspace leased thereunder. Except as set forth in the Rent Roll or the Documents, and to Seller’s knowledgeRoll, Seller has not received from any Tenant any written notice to cancel, renew or extend any Tenant Lease. To Seller’s knowledge, Seller has collected and remitted security deposits in accordance with the requirements of the Leases applicable Tenant Lease and law. Seller will use diligent good faith efforts to exactly identify the final amount of the Remaining Allowance Amount and shall pay the same to AMZ Tenant, either directly or in the form additional work, prior to Closing or credit it to Buyer at Closing for payment to AMZ Tenant or, if not determined finally prior to Closing, once determined unless paid to AMZ Tenant in cash or in the form of additional work prior to or after ClosingLaw. 7.6.5.4. To Seller’s knowledge(e) The Contract List required by Article III is a true, the Contracts delivered with the Documents are the only correct and complete list of all management, service, supply, repair and maintenance agreements, equipment leases and all other contracts and agreements (excluding the Leases and recorded instrumentsTenant Leases) with respect to or affecting the Property as of the Effective Date and at Closing the Contract List shall not include those Contracts being terminated pursuant to which Seller is partythe provisions of Section 8.2. To Seller’s knowledge, trueTrue, correct and complete copies of all Contracts (or written descriptions of oral Contracts) shall be provided to Buyer with the Documentspursuant to Article III. 7.6.5.5. (f) Seller has no actual knowledge Knowledge of and has neither given nor received any written notice of default with respect to any of the Contracts or LeasesContracts.

Tenant Leases and Contracts. 7.6.5.1During the Due Diligence Period, Seller shall notify Buyer of any proposed modification or termination of any existing Tenant Lease or Contract, or of any proposed new tenant lease or new contract relating to the Property to be entered into during the Due Diligence Period, and give Buyer two (2) business days to comment thereon. To Seller’s knowledgeDuring the period from the expiration of the Due Diligence Period and Closing, Seller shall not enter into any new tenant lease, any new contract relating to the rent roll delivered with Property which is not terminable upon thirty (30) calendar days’ notice, or any amendment or modification of any Tenant Lease or Contract, without the Documents (prior written consent of Buyer, which consent may be denied by Buyer in its reasonable discretion; provided, however that in the “Rent Roll”) is the Rent Roll prepared by event Buyer fails to notify Seller in the ordinary course writing of its business. To Seller’s knowledge, true, correct and complete copies disapproval within five (5) business days of all Leases and all amendments and guaranties relating thereto will be delivered to Buyer with the Documents. 7.6.5.2. Except for any parties in possession pursuant to, and any rights of possession granted under, the Leases shown on the Rent Roll, to Seller’s knowledge, there are no leases, subleases, occupancies or tenancies or parties in possession of any part its receipt of the Property. To Seller’s knowledgeproposed modification, Seller has not granted to any party any optionamendment, rights of first refusalor new tenant lease or contract, license or other similar agreement with respect to a purchase or sale of the Property or any portion thereof or any interest therein other than to the AMZ Tenant under the AMZ Lease. To Seller’s knowledge, AMZ Tenant has waived the right of first offer to purchase for its benefit contained in Section 41 and Exhibit E of the AMZ Lease (the “AMZ ROFO”) in connection with the sale of the Mohave Project contemplated hereby by failing to exercise the AMZ ROFO in a timely manner in response to the written notice to AMZ Tenant dated December 22, 2011 sent on behalf of KT I offering AMZ Tenant the opportunity to exercise the AMZ ROFO and purchase the Mohave Project (a copy of such notice is included in the Documents), except that KT I, as landlord, is obligated under the AMZ Lease to allow AMZ Tenant to again have the opportunity to exercise the AMZ ROFO if the portion of the Purchase Price allocated to the Mohave Project is reduced in an amount sufficient to require such additional opportunity under the AMZ Lease. 7.6.5.3. To Seller’s knowledge, (A) Seller has delivered to Buyer a copy of all written listing agreements, commission agreements or agency agreements to which Seller is party or in its possession pursuant to which a leasing commission or finder’s fee may be owing in connection with the current term or any renewal or expansion of the Leases (the “Existing Listing Agreements”); (B) all amounts due under the Existing Listing Agreements in connection with the current term of the Leases have been paid in full; and (C) such Existing Listing Agreements are described on Exhibit G attached hereto. Except as shown in the Rent Roll or in the Documents, all tenant improvement obligations, concessions and other tenant inducements with respect to the current term of the Leases and owing pursuant to the written agreements of Seller, have been fully paid and satisfied by Seller (except that an internal audit has revealed that primarily as a result of KT I’s general contractor overbilling certain construction expenses to KT I, as landlord, AMZ Tenant may have a remaining tenant improvement allowance balance of approximately $67,000 owing to it, such amount, the “Remaining Allowance Amount”) and, to Seller’s knowledge, no such obligations, concessions or inducements, nor any leasing commissions or finder’s fees will become payable in the future on the basis of the written agreement of Seller in connection with the renewal or expansion of any Lease other than as set forth in the Leases, the Existing Listing Agreements or in any of the other Documents. Without limiting the foregoing, to Seller’s knowledge, all leasing commissions, and all tenant improvement obligations, concessions and other tenant inducements, which are presently contemplated to be payable in the future with respect to the future renewal or expansion of any of the Leases are set forth in the Leases, the Rent Roll, the Documents or the Existing Listing Agreements. Except as set forth in the Rent Roll or the Documents, and to Seller’s knowledge, Seller has not received from any Tenant any written notice to cancel, renew or extend any Lease. To Seller’s knowledge, Seller has collected and remitted security deposits in accordance with the requirements of the Leases and law. Seller will use diligent good faith efforts to exactly identify the final amount of the Remaining Allowance Amount and shall pay the same to AMZ Tenant, either directly or in the form additional work, prior to Closing or credit it to Buyer at Closing for payment to AMZ Tenant or, if not determined finally prior to Closing, once determined unless paid whichever is earlier, such failure shall be deemed consent by Buyer; and provided further Buyer acknowledges that Seller is currently negotiating Amendment No. 2 of Lease Agreement, a copy of which is attached hereto as EXHIBIT “10” (the “Amendment No. 2 State Lease”), to AMZ Tenant in cash or in amend the form lease dated November 2, 2009, by and between City Center, LLC and the State of additional work prior to or after Closing. 7.6.5.4Hawaii, Department of Human Services, as amended by that certain Amendment No. To Seller’s knowledge1 of Lease Agreement dated October 27, 2010 (collectively, the Contracts delivered “State Lease”), and Seller shall continue to diligently proceed with such negotiations and keep Buyer informed as to the Documents are status of such negotiations, and Seller shall have the only management, service, supply, repair and maintenance agreements, equipment leases and all other contracts and agreements (excluding the Leases and recorded instruments) with respect right to or affecting the Property as execute an amendment of the Effective Date to which Seller State Lease in its sole and absolute discretion as long as such amendment is partynot materially different from Amendment No. To Seller’s knowledge, true, correct and complete copies of all Contracts shall be provided to Buyer with the Documents. 7.6.5.5. Seller has no actual knowledge of and has neither given nor received any written notice of default with respect to any of the Contracts or Leases.2

Tenant Leases and Contracts. 7.6.5.1. To Seller’s knowledge(a) The Real Property is subject to that certain Lease Agreement dated January 19, the rent roll delivered with the Documents 2018 between Seller and Tenant (the “Rent RollArctic Lease”) is the Rent Roll prepared by Seller in the ordinary course of its business. To Seller’s knowledge, true, correct and complete copies of all Leases and all amendments and guaranties relating thereto which will be delivered assigned to Buyer with Buyer. Other than the Documents. 7.6.5.2. Except for any parties in possession pursuant to, Artic Lease and any rights of possession granted under, the Leases shown on the Rent Roll, to Seller’s knowledgeTenant, there are no leases, subleases, occupancies or tenancies or parties in possession of any part of the Property. To Seller’s knowledgeSeller has delivered to Buyer a true, correct and complete copy of the Arctic Lease. Seller has not granted to any party any option, rights of first refusal, license or other similar agreement with respect to a purchase or sale of the Property or any portion thereof or any interest therein other than to the AMZ Tenant under the AMZ Leasetherein. To Seller’s knowledge, AMZ Tenant Seller has waived the right no Knowledge of first offer to purchase for its benefit contained in Section 41 and Exhibit E of the AMZ Lease (the “AMZ ROFO”) in connection with the sale of the Mohave Project contemplated hereby by failing to exercise the AMZ ROFO in a timely manner in response to the has neither given nor received any written notice to AMZ Tenant dated December 22, 2011 sent on behalf of KT I offering AMZ Tenant the opportunity to exercise the AMZ ROFO and purchase the Mohave Project (a copy of such notice is included in the Documents), except that KT I, as landlord, is obligated under the AMZ Lease to allow AMZ Tenant to again have the opportunity to exercise the AMZ ROFO if the portion of the Purchase Price allocated to the Mohave Project is reduced in an amount sufficient to require such additional opportunity under the AMZ Lease. 7.6.5.3. To Seller’s knowledge, (A) Seller has delivered to Buyer a copy of all written listing agreements, commission agreements or agency agreements to which Seller is party or in its possession pursuant to which a leasing commission or finder’s fee may be owing in connection with the current term or any renewal or expansion of the Leases (the “Existing Listing Agreements”); (B) all amounts due under the Existing Listing Agreements in connection with the current term of the Leases have been paid in full; and (C) such Existing Listing Agreements are described on Exhibit G attached hereto. Except as shown in the Rent Roll or in the Documents, all tenant improvement obligations, concessions and other tenant inducements default with respect to the current term of the Leases and owing pursuant to the written agreements of Seller, have been fully paid and satisfied by Seller (except that an internal audit has revealed that primarily as a result of KT I’s general contractor overbilling certain construction expenses to KT I, as landlord, AMZ Tenant may have a remaining tenant improvement allowance balance of approximately $67,000 owing to it, such amount, the “Remaining Allowance Amount”) and, to Seller’s knowledge, Arctic Lease. There are no such obligations, concessions or inducements, nor any leasing commissions or finder’s fees will become payable in the future on the basis of the written agreement of Seller in connection with the renewal or expansion of any Lease other than as set forth in the Leases, the Existing Listing Agreements or in any of the other Documents. Without limiting the foregoing, to Seller’s knowledge, all leasing commissions, and all tenant improvement obligations, concessions and other tenant inducements, which have not been paid and are presently contemplated to be now due and payable or will become payable in the future with respect to the future Arctic Lease, including the initial and renewal or term(s) thereof and any expansion of any of the Leases are set forth space leased thereunder. Notwithstanding anything contained in the LeasesArctic Lease, (i) Tenant and Seller have agreed that the Rent Rolllandlord under the Arctic Lease shall have no obligation to perform, complete or pay for the Documents Kitchen Work, (ii) Seller previously compensated Tenant an amount in full consideration for the Kitchen Work; and (iii) Buyer shall have no obligation to perform or pay for the Kitchen Work. (b) There are no leasing commission obligations payable now or in with future by Seller or the Existing Listing Agreements. Except as set forth in landlord under the Rent Roll or Arctic Lease with respect to the Documents, and to Seller’s knowledge, Seller has not received from any Tenant any written notice to cancel, renew or extend any Lease. To Seller’s knowledge, Seller has collected and remitted security deposits in accordance with the requirements of the Leases and law. Seller will use diligent good faith efforts to exactly identify the final amount of the Remaining Allowance Amount and shall pay the same to AMZ Tenant, either directly or in the form additional work, prior to Closing or credit it to Buyer at Closing for payment to AMZ Tenant or, if not determined finally prior to Closing, once determined unless paid to AMZ Tenant in cash or in the form of additional work prior to or after ClosingProperty. 7.6.5.4. To Seller’s knowledge(c) The Contract List required by Article III is a true, the Contracts delivered with the Documents are the only correct and complete list of all management, service, supply, repair and maintenance agreements, equipment leases and all other contracts and agreements (excluding the Leases and recorded instruments) with respect to or affecting the Property as of the Effective Date and at Closing the Contract List shall not include those Contracts being terminated pursuant to which Seller is partythe provisions of Section 8.2. To Seller’s knowledge, trueTrue, correct and complete copies of all Contracts (or written descriptions of oral Contracts) shall be provided to Buyer with the Documentspursuant to Article III. 7.6.5.5. (d) Seller has no actual knowledge Knowledge of and has neither given nor received any written notice of default with respect to any of the Contracts or LeasesContracts.

Tenant Leases and Contracts. 7.6.5.1. To Seller’s knowledge, the rent roll delivered with the Documents (the “Rent Roll”a) is the The Rent Roll prepared by Seller is true, correct and complete in the ordinary course of its businessall material respects. To Seller’s knowledge, trueTrue, correct and complete copies of all Tenant Leases and all amendments amendments, guaranties and guaranties other documents relating thereto will be delivered to Buyer in accordance with the DocumentsArticle III. 7.6.5.2. (b) Except for any parties in possession pursuant to, and any rights of possession granted under, the Tenant Leases shown on the Rent Roll, to Seller’s knowledge, there are no leases, subleases, occupancies or tenancies or parties in possession of any part of the Property. To Seller’s knowledge, Seller has not granted to any party any option, rights of first refusal, license or other similar agreement with respect to a purchase or sale of the Property or any portion thereof or any interest therein other than therein. Neither Seller’s interest in the Tenant Leases nor any of the rentals due or to the AMZ Tenant become due under the AMZ Lease. To Seller’s knowledgeTenant Leases has been or will be assigned, AMZ Tenant has waived encumbered or subject to any Liens at the right of first offer to purchase for its benefit contained in Section 41 and Exhibit E of the AMZ Lease (the “AMZ ROFO”) in connection with the sale of the Mohave Project contemplated hereby by failing to exercise the AMZ ROFO in a timely manner in response to the written notice to AMZ Tenant dated December 22, 2011 sent on behalf of KT I offering AMZ Tenant the opportunity to exercise the AMZ ROFO and purchase the Mohave Project (a copy of such notice is included in the Documents), except that KT I, as landlord, is obligated under the AMZ Lease to allow AMZ Tenant to again have the opportunity to exercise the AMZ ROFO if the portion of the Purchase Price allocated to the Mohave Project is reduced in an amount sufficient to require such additional opportunity under the AMZ LeaseClosing Date. 7.6.5.3. To Seller’s knowledge, (Ac) Seller has delivered no Knowledge of and has neither given nor received any written notice of default with respect to Buyer a copy of all written listing agreements, commission agreements or agency agreements to which Seller is party or in its possession pursuant to which a leasing commission or finder’s fee may be owing in connection with the current term or any renewal or expansion of the Leases Tenant Leases. (the “Existing Listing Agreements”); (Bd) all amounts due under the Existing Listing Agreements in connection with the current term of the Leases have been paid in full; and (C) such Existing Listing Agreements are described on Exhibit G attached hereto. Except as shown expressly stated in the Rent Roll or in the DocumentsRoll, all leasing commissions due to brokers, and all tenant improvement obligations, concessions and other tenant inducements with respect to the current term of the Leases and owing pursuant to the written agreements of Sellerinducements, have been fully paid and satisfied by Seller (except that an internal audit has revealed that primarily as a result of KT I’s general contractor overbilling certain construction expenses to KT I, as landlord, AMZ Tenant may have a remaining tenant improvement allowance balance of approximately $67,000 owing to it, such amount, the “Remaining Allowance Amount”) and, to Seller’s knowledge, and no such commissions, obligations, concessions or inducements, nor any leasing commissions or finder’s fees will inducements become payable in the future on the basis of the written agreement of Seller in connection with the renewal or expansion of any Lease other than as set forth in the Leases, the Existing Listing Agreements or in any of the other Documentsfuture. Without limiting the foregoing, to Seller’s knowledge, the Rent Roll discloses all leasing commissions, and all tenant improvement obligations, concessions and other tenant inducements, which have not been paid and are presently contemplated to be now due and payable or will become payable in the future with respect to future, including the future initial and renewal or term(s) thereof and any expansion of any of the Leases are set forth in the Leases, the Rent Roll, the Documents or the Existing Listing Agreementsspace leased thereunder. Except as set forth in the Rent Roll or the Documents, and to Seller’s knowledgeRoll, Seller has not received from any Tenant any written notice to cancel, renew or extend any its Tenant Lease. To Seller’s knowledge, Seller has collected and remitted security deposits in accordance with the requirements of the Tenant Leases and law. Seller will use diligent good faith efforts to exactly identify the final amount of the Remaining Allowance Amount and shall pay the same to AMZ Tenant, either directly or in the form additional work, prior to Closing or credit it to Buyer at Closing for payment to AMZ Tenant or, if not determined finally prior to Closing, once determined unless paid to AMZ Tenant in cash or in the form of additional work prior to or after ClosingLaw. 7.6.5.4. To Seller’s knowledge(e) The Contract List required by Article III is a true, the Contracts delivered with the Documents are the only correct and complete list of all management, service, supply, repair and maintenance agreements, equipment leases and all other contracts and agreements (excluding the Leases and recorded instrumentsTenant Leases) with respect to or affecting the Property as of the Effective Date and at Closing the Contract List shall not include those Contracts being terminated pursuant to which Seller is partythe provisions of Section 8.2. To Seller’s knowledge, trueTrue, correct and complete copies of all Contracts (or written descriptions of oral Contracts) shall be provided to Buyer with the Documentspursuant to Article III. 7.6.5.5. (f) Seller has no actual knowledge Knowledge of and has neither given nor received any written notice of default with respect to any of the Contracts or LeasesContracts.