Common use of Tenant’s Representations and Warranties Clause in Contracts

Tenant’s Representations and Warranties. Tenant hereby represents and warrants to Landlord the following, each of which shall survive the termination of the Lease, the vacation and surrender of the Premises, the surrender of the Lease and Tenant’s leasehold estate, and any termination of this Agreement: A. Tenant has not made any assignment, sublease, transfer, conveyance or other disposition of any portion of the Lease, Tenant’s leasehold estate, the Premises, any other right, title or interest under or arising by virtue of the Lease, or of any claim, demand, obligation, liability, action or cause of action arising from or pursuant to the Lease or arising from any rights of possession arising under or by virtue of the Lease, Tenant’s leasehold estate, or the Premises. B. The person or entity executing this Agreement on behalf of Tenant has the full right, power and authority to execute this Agreement on behalf of Tenant and to bind Tenant without the consent or approval of any other person or entity. C. Tenant has the full power, capacity, authority and legal right to execute and deliver this Agreement. D. This Agreement is legal, valid and binding upon Tenant and Landlord, and this Agreement is enforceable in accordance with its terms. E. Tenant has not done any of the following: (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of all, or substantially, all of its assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitted in writing to its inability to pay its debts as they become due; or (vi) made an offer of settlement, extension or composition to its creditors generally. In addition to the foregoing, Tenant is not contemplating taking any of the aforementioned actions during the period of time commencing on the date of this Agreement and ending on the date which is ninety-one (91) days after the Termination Date. F. There are no uncured defaults on the part of Landlord and Tenant has no claim, cause of action, offset, set-off, deduction, counterclaim or other similar right against Landlord.

Tenant’s Representations and Warranties. Tenant hereby covenants, represents and warrants to Landlord the followingLandlord, each of which shall survive the termination as of the date of execution of this Lease, the vacation and surrender of the Premises, the surrender of the Lease and Tenant’s leasehold estate, and any termination of this Agreementas follows: A. (a) Tenant has not made any assignment, sublease, transfer, conveyance or other disposition of any portion of the Lease, Tenant’s leasehold estate, the Premises, any other right, title or interest under or arising by virtue of the Lease, or of any claim, demand, obligation, liability, action or cause of action arising from or pursuant to the Lease or arising from any rights of possession arising under or by virtue of the Lease, Tenant’s leasehold estate, or the Premises. B. The person or entity executing this Agreement on behalf of Tenant has the full right, all requisite power and authority to execute enter into and perform its obligations under this Agreement on behalf of Tenant and to bind Tenant without the consent or approval of any other person or entityLease. C. (b) All consents, approvals and authorizations of all applicable governmental authorities, other than Landlord, required in connection with the execution, delivery and performance by Tenant of this Lease have been obtained and delivered to the Landlord on or before the Effective Date of this Lease. (c) Tenant has the full powerduly obtained and maintained, capacityand will continue to obtain and maintain all material licenses, authority permits, consents and legal right approvals required by all applicable governmental authorities to execute own and deliver this Agreementoperate its respective businesses and properties as now owned and hereafter owned. D. This Agreement is legal, valid (d) With respect to the financial condition of Tenant: (1) Tenant has furnished Landlord and binding will annually upon Tenant request furnish Landlord with true and Landlordcorrect copies of its Balance Sheet and the related Statements of Income (Loss), and this Agreement is enforceable Statements of Changes in Financial Position (collectively, the “Financial Statements”). Subject to the California Public Records Act and other applicable laws, Landlord will use reasonable efforts to maintain the confidentiality of the Financial Statements which Tenant designates as confidential, to the extent permitted by law. (2) The Financial Statements have been and will be prepared in accordance with its termsgenerally accepted accounting principles consistently applied throughout the periods indicated. The Balance Sheets fairly present financial conditions as of the date indicated, and the Statements of Income (Loss) and Statements of Changes in Financial Condition fairly present, in accordance with such accounting principles, the results of operations, the application of funds, and the changes in Tenant’s financial condition for the respective periods indicated. E. (3) There have been no changes in the assets, liabilities, financial condition or affairs of Tenant set forth or reflected in the most recent Financial Statements supplied to Landlord, which either in any one case or in the aggregate, would materially or adversely affect Tenant’s ability to perform its obligations hereunder. (4) The charges, accruals and reserves in the books of Tenant, if any, since inception of Tenant to the date hereof are adequate in accordance with generally accepted accounting principles to reflect any changes in the financial condition of Tenant since its inception. (5) Tenant agrees to promptly notify Landlord of any material errors or changes in the Financial Statements provided to Landlord. (e) All filings, reports and tax returns of Tenant which are required to be made or filed with any governmental authority have been and will continue to be duly made and filed, and all taxes, assessments, fees and other governmental charges upon Tenant, or upon any of its respective properties, assets, income or franchises, which are due and payable, have been, and will continue to be, paid when due, other than those which are presently payable without penalty or interest, or which Tenant is contesting in good faith. (f) There are no suits, other proceedings or investigations pending or, to the best of Tenant’s knowledge, threatened against, or affecting the business or the properties of Tenant, other than as previously disclosed in writing to Landlord, which would materially impair Tenant’s ability to perform under this Lease nor is Tenant in violation of any laws or ordinances which would materially impair Tenant’s performance of its obligations under this Lease. (g) There are no facts now in existence which would, with the giving of notice or the lapse of time, or both, constitute a “Default” or an “Event of Default” hereunder. (h) Tenant has not done received any notice from any governing jurisdiction of any violation of laws or ordinances, nor any notice requiring any improvements or alterations to be made in connection with the following: Improvements to be constructed on the Leased Premises. (i) made a general assignment for the benefit Tenant does not know or have any reason to know, except as disclosed to Landlord, of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of alladverse conditions, circumstances, or substantiallypending or threatened litigation, all of its assets; (iv) suffered the attachment governmental action, or other judicial seizure condition which could prevent or materially impair Tenant’s ability to develop the Leased Premises as contemplated by the terms of allthis Lease. (j) This Lease and all other instruments to be executed in connection herewith will, or substantially all, as of its assets; (v) admitted in writing to its inability to pay its debts as they become due; or (vi) made an offer of settlement, extension or composition to its creditors generally. In addition to the foregoing, Tenant is not contemplating taking any of the aforementioned actions during the period of time commencing on the date of this Agreement their execution, have been duly and ending on validly executed by Tenant, and each such document constitutes, or will, as of the date which is ninety-one (91) days after executed, constitute, a legally valid, binding and fully enforceable obligation of Tenant thereto, in accordance with each and every term and condition stated therein. Tenant assumes due and valid execution of this Lease by Landlord in making the Termination Dateabove representations. F. There are no uncured defaults on the part of Landlord and Tenant has no claim, cause of action, offset, set-off, deduction, counterclaim or other similar right against Landlord.

Tenant’s Representations and Warranties. Tenant hereby warrants and represents and warrants to Landlord the followingas follows, each of which shall survive the termination is material and being relied upon by Landlord: (a) Tenant and all persons and entities (i) owning (directly or indirectly) an ownership interest in Tenant, (ii) whom or which are an assignee of the Lease, the vacation and surrender of the Premises, the surrender of the Lease and Tenant’s leasehold estateinterest in this Lease; or (iii) whom or which are a guarantor of Tenant’s obligations under this Lease: (x) are not, and any termination of this Agreement: A. Tenant has shall not made any assignmentbecome, sublease, transfer, conveyance or other disposition of any portion of the Lease, Tenant’s leasehold estate, the Premises, any other right, title or interest under or arising by virtue of the Lease, or of any claim, demand, obligation, liability, action or cause of action arising from or pursuant to the Lease or arising from any rights of possession arising under or by virtue of the Lease, Tenant’s leasehold estate, or the Premises. B. The a person or entity with whom Landlord is restricted from doing business under regulations of the Office of Foreign Assets Control (“OFAC”) of the Department of the Treasury (including, but not limited to, those named on OFAC’s Specially Designated Nationals and Blocked Persons list) or under any statute, executive order (including, but not limited to, the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action; (y) are not, and shall not become, a person or entity with whom Landlord is restricted from doing business under the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 or the regulations or orders thereunder; and (z) are not knowingly engaged in, and shall not knowingly engage in, any dealings or transaction or be otherwise associated with such persons or entities described in clauses (x) or (y), above. (b) If Tenant is an entity, Tenant is duly organized, validly existing and in good standing under the laws of the State of its organization, and is qualified to do business in the State in which the Property is located, and the persons executing this Agreement Lease on behalf of Tenant has have the full right, power right and authority to execute this Agreement on behalf of Tenant and to bind Tenant without the consent or approval of any other person or entity. C. . Tenant has the full limited liability company power, capacity, authority and legal right to execute and deliver this Agreement. D. Lease and to perform all of its obligations hereunder. This Agreement Lease is a legal, valid and binding upon Tenant and Landlordobligation of Tenant, and this Agreement is enforceable in accordance with its terms, except as may be limited by (i) bankruptcy, insolvency, or similar laws affecting creditors’ rights generally, and (ii) general principles of equity. E. (c) Tenant has not done any of the following: (i1) made a general assignment for the benefit of creditors; , (ii2) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its any creditors; , (iii3) suffered the appointment of a receiver to take possession of all, all or substantially, substantially all of its assets; , (iv4) suffered the attachment or other judicial seizure of all, all or substantially all, all of its assets; , (v5) admitted in writing to its inability to pay its debts as they become come due; , or (vi6) made an offer of settlement, extension or composition to its creditors generally. In addition to the foregoing, Tenant is not contemplating taking any confirms that all of the aforementioned actions during the period above representations and warranties are true as of time commencing on the date of this Agreement Lease, and ending on acknowledges and agrees that they shall survive the date which is ninety-one (91) days after the Termination Dateexpiration or earlier termination of this Lease. F. There are no uncured defaults on the part of Landlord and Tenant has no claim, cause of action, offset, set-off, deduction, counterclaim or other similar right against Landlord.

Tenant’s Representations and Warranties. As an inducement to City to enter into this Agreement, Tenant hereby represents and warrants to Landlord City that notwithstanding anything herein to the following, each of which shall survive the termination contrary and as of the LeaseEffective Date: (a) Tenant is a limited liability company duly organized, validly existing and in good standing under the vacation and surrender laws of the PremisesState of Delaware, and qualified to do business in the surrender State of Connecticut. The business which Tenant carries on and which it proposes to carry on may be conducted by Tenant. Tenant is duly authorized to conduct business as a limited liability company in the State of Connecticut and each other jurisdiction in which the nature of its properties or its activities requires such authorization. (b) The execution, delivery and performance of this Agreement by Tenant are within Tenant’s powers, and have been duly authorized by all necessary action of Tenant. (c) Neither the execution and delivery of this Agreement nor the consummation of any of the Lease transactions herein or therein contemplated nor compliance with the terms and provisions hereof or thereof will contravene the organizational documents of Tenant nor any Applicable Laws to which Tenant is subject or any judgment, decree, license, order or permit applicable to Tenant’s leasehold estate, and or will conflict or be inconsistent with, or will result in any termination of this Agreement: A. Tenant has not made any assignment, sublease, transfer, conveyance or other disposition breach of any portion of the Lease, Tenant’s leasehold estate, the Premises, any other right, title or interest under or arising by virtue terms of the Leasecovenants, conditions or provisions of, or constitute a default under, or result in the creation or imposition of a lien upon any claim, demand, obligation, liability, action of the property or cause assets of action arising from or Tenant pursuant to the Lease terms of, any indenture, mortgage, deed of trust, agreement or arising from any rights of possession arising under other instrument to which Tenant is a party or by virtue of the Lease, Tenant’s leasehold estatewhich Tenant is bound, or the Premisesto which Tenant is subject. B. The person (d) No consent, authorization, approval, order or entity executing other action by, and no notice to or filing with, any court or Governmental Authority or regulatory body or third party is required for the execution, delivery and performance by Tenant of this Agreement on behalf of Tenant has the full right, power and authority to execute this Agreement on behalf of Tenant and to bind Tenant without the consent or approval of any other person or entityexcept as specified in Section 23.12 hereof. C. Tenant has the full power, capacity, authority and legal right to execute and deliver this Agreement. D. (e) This Agreement is the legal, valid and binding upon obligation of Tenant, enforceable against Tenant and Landlord, and this Agreement is enforceable in accordance with its terms, except as limited by applicable relief, liquidation, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar laws affecting the rights or remedies of creditors generally, as in effect from time to time. E. (f) There is no action, proceeding, inquiry or investigation, at law or in equity, before any court, arbitrator, governmental or other board or official, pending or, to the knowledge of Tenant, threatened against or affecting Tenant, which the management of Tenant has not done in good faith believes that the outcome of which would (a) materially and adversely affect the validity or enforceability of, or the authority or ability of Tenant under, this Agreement to perform their respective obligations under this Agreement, or (b) have a material and adverse effect on the consolidated financial condition or results of operations of Tenant or on the ability of Tenant to conduct its business as presently conducted or as proposed or contemplated to be conducted (including the operation of the Ballpark). (g) Neither Tenant, any member of the Ownership Group, any Affiliate of Tenant nor any of their respective principals, owners, officers, employees or agents, or members of their immediate families, are officials, consultants or employees of City. (h) Tenant is the following: owner of all rights (including associated franchise rights), title and interest in the Team and holds substantially all of the assets and Governmental Authorizations necessary for the operation of the Team and will continue to own such Team and assets throughout the Term unless transferred pursuant to the terms of Articles XII or XIII hereof. During the Term, Tenant shall take all necessary and appropriate actions to maintain membership of the Team in the EL. (i) made a general assignment for Tenant and the benefit Ownership Group have been represented by independent legal counsel and have had an adequate opportunity to seek advice with respect to all matters of creditors; (ii) filed any voluntary petition in bankruptcy or suffered Applicable Law and City Ordinances, including, without limitation, those laws, ordinances and regulations concerning land use, development projects on City-owned land, leasing of property by the filing City to private businesses, training and employment of an involuntary petition by its creditors; (iii) suffered residents of the appointment City, affirmative action, no-strike and labor peace agreements, payment of a receiver living wage and other matters relating to take possession of all, or substantially, all of its assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitted in writing to its inability to pay its debts as they become due; or (vi) made an offer of settlement, extension or composition to its creditors generally. In addition to the foregoing, Tenant is not contemplating taking any of the aforementioned actions during the period of time commencing on the date of this Agreement City procurement and ending on the date which is ninety-one (91) days after the Termination Datecontracting procedures. F. There are no uncured defaults on the part of Landlord and Tenant has no claim, cause of action, offset, set-off, deduction, counterclaim or other similar right against Landlord.

Tenant’s Representations and Warranties. Tenant hereby represents and warrants to Landlord as follows: (a) Tenant is duly organized, validly existing and in good standing under the followinglaws of the State of California and has all the necessary powers to enter into this Lease and to carry on its business as now owned and operated by it; (b) Tenant has not employed, each retained, relied upon, received assistance or solicited aid from any official, agent, representative or employee of Landlord or any person related by blood or marriage to any said Landlord employee, official, agent or representative in the negotiation of this Lease or in the operation of the Property. Tenant warrants that it will not in the future knowingly employ, retain or become affiliated in any fashion with any officer, agent, representative or employee of Landlord, any business entity in which any such officer, agent, representative or employee is interested or any person related by blood or marriage to any such officer, agent, representative or employee in the performance of this Lease. Tenant’s knowing violation of this provision shall survive be deemed a material breach. In the event Landlord determines such employment, retention or affiliation exists, Landlord, in addition to any other remedy it may have under this Lease, or at law or equity, may request Tenant to terminate its affiliation, employment or retention of said person and Tenant shall comply with Landlord’s request. In the event of the termination of the Leasesaid affiliation, the vacation employment or retention, Tenant shall release, indemnify, hold harmless and surrender defend Landlord and all of the Premisesits agents, the surrender officers, employees and representatives from any and all liability, injury, damage or claim of the Lease and any sort, including attorneys’ fees, or other damages or injuries arising out of said termination; (c) Tenant’s leasehold estateexecution, delivery and performance of its obligations under this Lease will not constitute a default or a breach under any contract, agreement or order to which Tenant is a party or by which it is bound; and (d) Tenant is not the subject of any voluntary or involuntary bankruptcy proceeding, and any termination of this Agreement: A. Tenant there has not made any assignment, sublease, transfer, conveyance or other disposition of any portion of the Lease, Tenant’s leasehold estate, the Premises, any other right, title or interest under or arising by virtue of the Lease, or of any claim, demand, obligation, liability, action or cause of action arising from or pursuant to the Lease or arising from any rights of possession arising under or by virtue of the Lease, Tenant’s leasehold estate, or the Premises. B. The person or entity executing this Agreement on behalf of Tenant has the full right, power and authority to execute this Agreement on behalf of Tenant and to bind Tenant without the consent or approval of any other person or entity. C. Tenant has the full power, capacity, authority and legal right to execute and deliver this Agreement. D. This Agreement is legal, valid and binding upon Tenant and Landlord, and this Agreement is enforceable in accordance with its terms. E. Tenant has not done any of the following: (i) made a been no general assignment or general arrangement for the benefit of any of Tenant’s creditors; (ii) filed any voluntary petition in bankruptcy , and no trustee or suffered the filing of an involuntary petition by its creditors; (iii) suffered the appointment of a receiver has been appointed to take possession of all, or substantially, substantially all of its assets; (iv) suffered the attachment assets of Tenant. Tenant shall, upon learning of any fact or other judicial seizure of all, or substantially all, of its assets; (v) admitted in writing to its inability to pay its debts as they become due; or (vi) made an offer of settlement, extension or composition to its creditors generally. In addition to the foregoing, Tenant is not contemplating taking condition that would cause any of the aforementioned actions during the period warranties and representations in this Section 22.2 not to be true, immediately give written notice of time commencing on the date of this Agreement and ending on the date which is ninety-one (91) days after the Termination Date. F. There are no uncured defaults on the part of Landlord and Tenant has no claim, cause of action, offset, set-off, deduction, counterclaim such fact or other similar right against condition to Landlord.

Tenant’s Representations and Warranties. Tenant hereby represents and warrants to Landlord the following, each of which shall survive the termination and covenants with Landlord as of the Leasedate hereof and, the vacation and surrender as of the PremisesCommencement Date, that: Section 30.01. Tenant is a corporation validly existing and in good standing under the surrender laws of the Lease its state of organization and Tenant’s leasehold estate, has duly qualified to do business and any termination is in good standing in each other jurisdiction in which it owns property or conducts business. The execution and delivery of this Agreement: A. Tenant Lease has not made any assignment, sublease, transfer, conveyance been duly authorized by all necessary corporate or other disposition of any portion of the Lease, Tenant’s leasehold estate, the Premises, any other right, title or interest under or arising by virtue of the Lease, or of any claim, demand, obligation, liability, partnership action or cause of action arising from or pursuant to the Lease or arising from any rights of possession arising under or by virtue of the Lease, Tenant’s leasehold estate, or the Premises. B. The person or entity executing this Agreement on behalf of Tenant has the full right, power and authority to execute this Agreement on behalf of Tenant and to bind Tenant without the consent or approval of any other person or entity. C. Tenant has the full power, capacity, authority and legal right to execute and deliver this Agreement. D. This Agreement Lease is legal, valid and binding upon Tenant and Landlord, and this Agreement is enforceable in accordance with its terms. E. Section 30.02. The execution, delivery and performance of this Lease will not, with the passing of time, the giving of notice, or both, result in a default under or a breach or violation of (A) the charter or organizational documents of Tenant has not done or (B) any law, regulation, court order, injunction or decree of any court, administrative agency or governmental body, or any mortgage, note, bond, indenture, agreement, lease, license, permit or other instrument or obligation to which Tenant is now a party or by which Tenant or any of its assets may be bound or affected. This Lease constitutes a valid and binding obligation of Tenant, enforceable in accordance with its terms, except to the following: (i) made a extent that its enforceability is limited by applicable bankruptcy, reorganization, insolvency, receivership or other laws of general assignment for application or equitable principles relating to or affecting the benefit enforcement of creditors; (ii) filed any voluntary petition ' rights. Section 30.03. There is no litigation, claim, investigation, challenge or other proceeding pending or, to the knowledge of Tenant, threatened against Tenant or its properties or business which, if determined adversely to Tenant could affect the Premises or Landlord's reversionary interest in bankruptcy this Lease. Section 30.04. No consent, approval, qualification, order or suffered the filing of an involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of allauthorization of, or substantiallyfiling with, all of its assets; (iv) suffered the attachment or other judicial seizure of allany governmental authority is required, or substantially allif required, the same has been obtained, in connection with Tenant's valid execution, delivery and performance of its assets; (v) admitted in writing to its inability to pay its debts as they become due; or (vi) made an offer of settlement, extension or composition to its creditors generallythis Lease. Section 30.05. In addition to the foregoing, Tenant is not, and has no reason to believe that it will be in violation of, or not contemplating taking in compliance with, any healthcare regulatory conditions or standards of licensure or any other applicable legal requirements related to Tenant or the operation of the aforementioned actions during the period of time commencing on the date of this Agreement and ending on the date which is ninety-one (91) days after the Termination DatePremises. F. There are no uncured defaults on the part Section 30.06. Tenant is directly or indirectly a wholly-owned subsidiary of Landlord and Tenant has no claimGenesis Health Ventures, cause of action, offset, set-off, deduction, counterclaim or other similar right against Landlord.Inc.

Tenant’s Representations and Warranties. As an inducement to the District to enter into this Lease, Tenant hereby represents and warrants to Landlord the followingDistrict, each of which shall survive the termination as of the LeaseCommencement Date, the vacation and surrender of the Premises, the surrender of the Lease and Tenant’s leasehold estate, and any termination of this Agreementas follows: A. (a) Tenant has not made any assignment, sublease, transfer, conveyance or other disposition of any portion of the Lease, Tenant’s leasehold estate, the Premises, any other right, title or interest under or arising by virtue of the Lease, or of any claim, demand, obligation, liability, action or cause of action arising from or is a [DEVELOPER TO COMPLETE] duly created and validly existing pursuant to the Lease or arising from any rights of possession arising under or by virtue laws of the LeaseDistrict of Columbia and is qualified to do business in the District of Columbia. True, Tenant’s leasehold estate, correct and complete copies of the articles of organization of Tenant have been certified and delivered to the District on or before the PremisesCommencement Date. B. The person or entity executing this Agreement on behalf of (b) Tenant has the full right, power and authority to execute this Agreement on behalf of Tenant and to bind Tenant without the consent or approval of any other person or entity. C. Tenant has the full powerenter into, capacity, authority and legal right to execute and deliver this AgreementLease and to perform its obligations hereunder. D. (c) This Agreement is Lease has been duly executed and delivered by Tenant and, when duly executed and delivered by the District, shall constitute a legal, valid and binding upon obligation of Tenant and Landlord, and this Agreement is enforceable against Tenant in accordance with its terms. E. (d) The execution, delivery and performance of this Lease will not conflict with or constitute a breach of or default under Applicable Law or any commitment, agreement or instrument to which Tenant has not done is a party or by which it or any of its properties or assets are bound. (e) The lease of the followingLeased Premises by Tenant, and Tenant’s other undertakings pursuant to this Lease are and will be used for the purpose of developing and operating the Project Improvements, and not for speculation in land holding or any other purpose. (f) No action, consent or approval of, or registration or filing with or other action by, any Governmental Authority or other Person is or will be required in connection with the execution and delivery by Tenant of this Lease or the assumption and performance by Tenant of its obligations hereunder, other than the issuance of governmental permits and licenses expected in the ordinary course of business. (g) No broker, finder, investment banker or other person is entitled, or shall become entitled, to any brokerage, finder’s or other fee or commission in connection with this Lease, based upon arrangements made by Tenant or on Tenant’s behalf. (h) Neither Tenant nor any of its Members, or the constituent Members of any of its Members, are the subject debtor under any federal, state or local bankruptcy or insolvency proceeding, or any other proceeding for dissolution, liquidation or winding up of its assets. (i) Neither Tenant nor any Member or Affiliate of Tenant is a Prohibited Person or has engaged in any dealings or transactions (i) in contravention of the applicable anti- money laundering laws, regulations or orders, including without limitation, money laundering prohibitions, if any, set forth in the Bank Secrecy Act (12 U.S.C. Sections 1818(s), 1829(b) and 1951-1959 and 31 U.S.C. Sections 5311-5330), the USA Patriot Act of 2001, Pub. L. No. 107- 56, and the sanction regulations promulgated pursuant thereto by U.S. Treasury Department Office of Foreign Assets Control (collectively, together with regulations promulgated with respect thereto, the “Anti-Money Laundering Acts”), (ii) in contravention of Executive Order No. 13224 dated September 24, 2001 issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), as may be amended or supplemented from time to time (“Anti- Terrorism Order”), (iii) in contravention of the provisions set forth in 31 C.F.R. Part 103, the Trading with the Enemy Act, 50 U.S.C. Section 1 et seq. or the International Emergency Economics Powers Act, 50 U.S.C. Section 1701 et seq. (together with the Anti-Money Laundering Acts, the “Terrorist Acts”), or (iv) is named in the Annex to the Anti-Terrorism Order or any terrorist list published and maintained by the Federal Bureau of Investigation and/or the U.S. Department of Homeland Security, as may exist from time to time. (j) Neither Tenant nor any Member or Affiliate of Tenant (a) is conducting any business or engaging in any transaction with any Person appearing on the list maintained by the U.S. Treasury Department’s Office of Foreign Assets Control located at 31 C.F.R., Chapter V, Appendix A, or is named in the Annex to the Anti-Terrorism Order or any terrorist list published and maintained by the Federal Bureau of Investigation and/or the U.S. Department of Homeland Security, as may exist from time to time, or (b) is a Person described in Section 1 of the Anti- Terrorism Order (a “Restricted Person”) (k) There is no litigation, arbitration, administrative proceeding or other similar proceeding pending or threatened in writing against Tenant or its Members which, if decided adversely to Tenant or its Members: (i) made a general assignment for the benefit of creditorswould impair Tenant’s ability to enter into and perform its obligations under this Lease; (ii) filed any voluntary petition in bankruptcy would materially adversely affect the financial condition or suffered the filing operations of an involuntary petition by Tenant or its creditorsMembers; or (iii) suffered threaten the appointment legal existence of a receiver to take possession of all, or substantially, all of its assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitted in writing to its inability to pay its debts as they become due; or (vi) made an offer of settlement, extension or composition to its creditors generally. In addition to the foregoing, Tenant is not contemplating taking any of the aforementioned actions during the period of time commencing on the date of this Agreement and ending on the date which is ninety-one (91) days after the Termination DateTenant. F. There are no uncured defaults on the part of Landlord and Tenant has no claim, cause of action, offset, set-off, deduction, counterclaim or other similar right against Landlord.

Tenant’s Representations and Warranties. Tenant hereby warrants and represents and warrants to Landlord the followingLandlord, to Tenant’s actual knowledge, as follows, each of which shall survive the termination is material and being relied upon by Landlord: (a) Tenant and all persons and entities (i) owning (directly or indirectly) an ownership interest in Tenant, (ii) whom or which are an assignee of the Lease, the vacation and surrender of the Premises, the surrender of the Lease and Tenant’s leasehold estateinterest in this Lease; or (iii) whom or which are a guarantor of Tenant’s obligations under this Lease: (x) are not, and any termination of this Agreement: A. Tenant has shall not made any assignmentbecome, sublease, transfer, conveyance or other disposition of any portion of the Lease, Tenant’s leasehold estate, the Premises, any other right, title or interest under or arising by virtue of the Lease, or of any claim, demand, obligation, liability, action or cause of action arising from or pursuant to the Lease or arising from any rights of possession arising under or by virtue of the Lease, Tenant’s leasehold estate, or the Premises. B. The a person or entity with whom Landlord is restricted from doing business under regulations of the Office of Foreign Assets Control (“OFAC”) of the Department of the Treasury (including, but not limited to, those named on OFAC’s Specially Designated Nationals and Blocked Persons list) or under any statute, executive order (including, but not limited to, the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action; (y) are not, and shall not become, a person or entity with whom Landlord is restricted from doing business under the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 or the regulations or orders thereunder; and (z) are not knowingly engaged in, and shall not knowingly engage in, any dealings or transaction or be otherwise associated with such persons or entities described in clauses (x) or (y), above. (b) If Tenant is an entity, Tenant is duly organized, validly existing and in good standing under the laws of the State of its organization, and is qualified to do business in the State in which the Property is located, and the persons executing this Agreement Lease on behalf of Tenant has have the full right, power right and authority to execute this Agreement on behalf of Tenant and to bind Tenant without the consent or approval of any other person or entity. C. . Tenant has the full limited liability company power, capacity, authority and legal right to execute and deliver this Agreement. D. Lease and to perform all of its obligations hereunder. This Agreement Lease is a legal, valid and binding upon Tenant and Landlordobligation of Tenant, and this Agreement is enforceable in accordance with its terms, except as may be limited by (i) bankruptcy, insolvency, or similar laws affecting creditors rights generally, and (ii) general principles of equity. E. (c) Tenant has not done any of the following: (i1) made a general assignment for the benefit of creditors; , (ii2) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its any creditors; , (iii3) suffered the appointment of a receiver to take possession of all, all or substantially, substantially all of its assets; , (iv4) suffered the attachment or other judicial seizure of all, all or substantially all, all of its assets; , (v5) admitted in writing to its inability to pay its debts as they become come due; , or (vi6) made an offer of settlement, extension or composition to its creditors generally. In addition to the foregoingIndustrial Lease—Las Vegas, Nevada 0000 Xxxxxxx Xxxx Las Vegas, Nevada Switch, Ltd. Tenant is not contemplating taking any confirms that all of the aforementioned actions during the period above representations and warranties are true as of time commencing on the date of this Agreement Lease, and ending on acknowledges and agrees that they shall survive the date which is ninety-one (91) days after the Termination Dateexpiration or earlier termination of this Lease. F. There are no uncured defaults on the part of Landlord and Tenant has no claim, cause of action, offset, set-off, deduction, counterclaim or other similar right against Landlord.

Tenant’s Representations and Warranties. Tenant hereby represents represents, warrants and warrants covenants to Landlord both as of the followingdate hereof and as of the Commencement Date as follows: (a) Tenant is a Delaware limited liability company duly organized, each validly existing, and in good standing under the laws of the State of Delaware. (b) Tenant is, and during the entire time that this Lease remains in force and effect shall be, engaged in no business, trade or activity on the Premises other than the operation of the Facility for the primary intended use. Balanced Care at Shippensburg, Inc. (the "Manager") or any other permitted manager is, and during the entire time that this Lease remains in force and effect shall be, engaged in no business, trade or activity on the Premises other than the management of the Facility for its primary intended use. (c) Tenant has full right and power to enter into, or perform its obligations under this Lease, has taken all requisite action to authorize the execution, delivery and performance of this Lease, and this Lease is enforceable against Tenant in accordance with its terms and does not violate any agreement, operating agreement, decree or law by which Tenant is bound. (d) Except as set forth in Exhibit 19.1(d), the Real Property is not subject to any agreement which will require Landlord to construct or install, or cause to be constructed or installed, or bear the expense of liability thereof, any improvements whatsoever outside the boundaries of the Real Property. (e) The Real Property is free of all waste, debris, contamination, and Hazardous Materials, and the Real Property is not now used nor in the past has been used for the storage or dumping of any of the Hazardous Materials; provided, however, if any such Hazardous Materials are discovered on the Real Property, Tenant shall not be deemed in default hereunder because of the existence of such Hazardous Materials so long as Tenant and/or any of the other Indemnitors under that certain Environmental Indemnity Agreement dated the date hereof (the "Environmental Indemnity Agreement") which has been delivered to Landlord are remediating such Hazardous Material as required pursuant to such Environmental Indemnity Agreement. (f) There are no pending, or, to the knowledge of the Tenant, threatened (i) condemnation proceedings affecting the Real Property, (ii) investigations before or by any state or federal court or administrative agency against the Tenant, the Manager, any of the Guarantors or the Facility or (iii) litigation against the Tenant or the Real Property that in any respect, may affect the Real Property, Tenant or the Facility; and, as of the Commencement Date Tenant shall provide Landlord with a written list and explanation of any such condemnation proceedings, investigations or litigation of which Tenant has become aware prior to the Commencement Date. (g) There are no violations of any law or ordinance, order or requirement relating to the Real Property. (h) Tenant has no knowledge of any circumstances that would limit Landlord's ability, after compliance with (i) the various construction related permits and approvals which have already been obtained by Tenant, (ii) the applicable building code and (iii) any governmental regulations relating to a personal care home providing assisted living services, to receive permits authorizing construction and occupancy of a personal care home providing assisted living services on the Real Property. (i) There are no encroachments, easements or rights other than the Permitted Encumbrances and those arising after the date of execution of this Lease as permitted herein. (j) All bills and claims for labor performed and materials furnished to or for the benefit of the Real Property by or on behalf of Tenant for all periods have been paid in full. (k) The Real Property has legal access and there are no inoperable or unavailable public utilities related to the Real Property, including but not limited to, sanitary and storm sewers, solid waste disposal, gas and electricity, water and telephone. (l) Tenant is not in violation of any agreement, the violation of which might reasonably be expected to have a materially adverse effect on its business or assets, and Tenant is not in violation of any order, judgment, or decree of any state or federal court, or any statute or governmental regulation to which it is subject. (m) All financial statements heretofore or hereafter provided by the Tenant, Manager, or the Guarantors are and will be true and complete in all material respects as of their respective dates and fairly and will fairly present the financial condition of the Tenant, Manager, or the Guarantors, as the case may be, and there are, and will be, no liabilities, direct or indirect, fixed or contingent, as of the respective dates of such statements which are not reflected therein or in the notes thereto or in a written certificate delivered with such statements. The financial statements of the Tenant have been and will be prepared in accordance with GAAP. There has been no material adverse change in the financial condition, operations, or prospects of the Tenant since the dates of such statements previously provided except as fully disclosed in writing with the delivery of such statements. (n) Upon completion of the Facility pursuant to the Development Agreement, the Facility will be duly licensed under the applicable laws of the Commonwealth of Pennsylvania as a personal care home providing assisted living services for 60 units. To the extent applicable, the Tenant and the Manager are in compliance in all material respects with the requirements for the licensure of the Improvements as a personal care home and issuance to the Manager of all relevant permits or licenses to provide assisted living services at the Facility and operate the same and all approvals for the Facility and applicable provisions of personal care facility laws, rules, regulations and published interpretations to which the Facility is subject. No waivers of any laws, rules, regulations or requirements (including, but not limited to, minimum square footage requirements per bed) are required for the existing Improvements to operate at the foregoing licensed bed capacity. Tenant is in good standing with the respective governmental, quasi-governmental and other third party payors and regulatory agencies under such applicable licenses and any applicable reimbursement contracts. Tenant is current in payment of all so-called provider specific taxes or other assessments, if any, with respect to such reimbursement contracts. (o) The Tenant has not granted to any third party the right to reduce the number of licensed beds in any Facility or to apply for approval to move the right to any or all of the licensed beds to any other location. (p) The Tenant has filed all federal, state, and local tax returns which are required to be filed and has paid, or made adequate provision for the payment of, all taxes which have or may become due pursuant to such returns or to assessments received by Tenant, including, without limitation, provider taxes, if any. (q) The Security (as hereafter defined) constitutes a first lien upon and security interest in all collateral described therein, prior to all other liens, including those which may hereafter accrue. Tenant shall survive not be permitted to obtain any secured financing with respect to the termination Security except for purchase-money or lease financing with respect to Tenant's Equipment in the ordinary course of Tenant's business, or subordinate unsecured financing, in form and substance satisfactory to Landlord in its reasonable discretion, or as provided herein. (r) The location of Tenant's principal place of business and chief executive office are as set forth in SECTION 16 and Tenant shall notify Landlord in writing at least thirty (30) days prior to any change in location of the principal place of business and chief executive office. (s) All information furnished or to be furnished by Tenant to the Landlord in connection with the Lease or Development Agreement, is, or will be at the time the same is furnished, accurate and correct in all material respects and complete insofar as completeness may be reasonably necessary to provide the Landlord a true and accurate knowledge of the subject matter. (t) The ownership of all the beneficial interests of Tenant and Manager for the Facility are fully and accurately set forth on EXHIBIT 19.1(t) hereto and no change in such ownership shall occur except as permitted in this Lease. (u) As of the date of the execution of the Lease, neither the vacation and surrender of the PremisesImprovements, the surrender Real Property, the Tenant nor the Manager is in violation of or subject to any existing, pending, or, to the Lease and knowledge of Tenant’s leasehold estate, threatened investigation or inquiry by any governmental authority or any response costs or remedial obligations under any applicable environmental laws, and any termination this representation and warranty would continue to be true and correct following disclosure to the applicable governmental authorities of this Agreement: A. all relevant facts, conditions and circumstances, if any, pertaining to the Improvements, the Real Property, or the Tenant. Tenant has not obtained and is not required to obtain, any permits, licenses or similar authorizations to construct, occupy, operate or use any Improvements at the Real Property by reason of any Applicable Environmental Law (except such permits, licenses and authorizations which have been obtained or which are described in the legal opinion dated the date hereof which was provided to Landlord by Tenant's counsel). No petroleum products, oil, or Hazardous Materials or solid wastes have been disposed of or otherwise released on or are otherwise located on the Real Property except those customarily generated, stored and used in the operation of a personal care home with assisted living services in accordance with all applicable laws and regulations; provided, however, if any such materials are discovered on the Real Property, Tenant shall not be deemed in default hereunder because of the existence of the same so long as Tenant and/or the other Indemnitors under the Environmental Indemnity Agreement are remediating such material as required pursuant to such Environmental Indemnity Agreement. The use of the Real Property as previously operated and hereafter intended to be operated by the Tenant will not result in the location on or disposal or other release of any petroleum products, oil, or Hazardous Materials or solid wastes on or to the Real Property except those customarily generated, stored and used in the operation of a personal care home with assisted living services in accordance with Applicable Environmental Laws (as defined in the Environmental Indemnity Agreement). Tenant agrees to permit Landlord to have access to the Facility and the Real Property at all reasonable times upon prior notice to Tenant in order to conduct any investigation and testing which Landlord deems necessary to ensure that Tenant, the Improvements, and the Real Property are in compliance with all Applicable Environmental Laws. Tenant and the Guarantors have entered into the Environmental Indemnity Agreement, and Tenant agrees to perform its obligations thereunder. (v) Tenant represents and warrants that it is solvent within the meaning of 11 U.S.C. ss. 548 and GAAP, and the Lease will not render the Tenant insolvent within the meaning of 11 U.S.C. ss. 548 and GAAP. (w) Except as itemized in Exhibit 19.1(w) all licenses and permits and regulatory approvals, including building permits, have been obtained to permit construction of the Facility in accordance with the Plans and Specifications; all public utility and public sanitary sewage services necessary for the construction and use of the Facility are available to the Facility and Tenant has received permission to make such use thereof as is necessary for construction and to make permanent connections thereto upon substantial completion; and dedicated and publicly maintained roads necessary for the full use of the facility for their intended purposes have been completed to the Real Property. Except as itemized in Exhibit 19.1(w)(1), there are no unsatisfied conditions and no offsite roads, sewage systems, water systems or other improvements which must be completed prior to issuance of a final unconditional certificate of occupancy for the Facility once completed. (x) All financial information heretofore furnished to the Landlord with respect to the Tenant, Manager, the Guarantors and the Facility, is complete and correct and fairly presents the financial condition of the Tenant, Manager, Guarantors and the Facility, respectively. There are no liabilities, direct or indirect, fixed or contingent, of the Tenant which are required to be disclosed under GAAP except or with respect to the Facility as reflected therein or in the notes thereto. There has been no material adverse change in the financial condition or operations of the Tenant, Manager, Guarantors or the Facility since the date of such financial information (and to the Tenant's knowledge, no such material adverse change is pending or threatened), and the Tenant has not guaranteed the obligations of, or made any assignmentinvestments in or advances to, subleaseany person other than as expressly described and noted as a contingent liability in financial statements provided to Landlord prior to the date hereof and approved by Landlord in writing. (y) In connection with the sale and purchase of the Real Property and this Lease, transferneither party has dealt with any real estate broker, conveyance agent or finder, and there is no other commission, charge or other disposition compensation due on account thereof other than a fee due to Hakman and Company, Incorporated ("Hakman"), which will be paid by Tenant. Landlord and Tenant expressly agree that such fee shall not be part of Total Project Costs, and that Tenant shall be solely responsible for the payment of such fee. Tenant agrees to indemnify and hold Landlord harmless from and against any portion claims for any brokerage fee or commission on account of the Lease, Tenant’s leasehold estate, the Premises, this transaction by any other right, title or interest under or arising by virtue of the Lease, or of any claim, demand, obligation, liability, action or cause of action arising from or pursuant to the Lease or arising from any rights of possession arising under or by virtue of the Lease, Tenant’s leasehold estate, or the Premises. B. The person or entity executing this Agreement on behalf of Tenant has the full right, power and authority to execute this Agreement on behalf of Tenant and to bind Tenant without the consent or approval of any other person or entity, including without limitation Hakman. C. Tenant has the full power, capacity, authority and legal right to execute and deliver this Agreement. D. This Agreement is legal, valid and binding upon Tenant and Landlord, and this Agreement is enforceable in accordance with its terms. E. Tenant has not done any of the following: (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of all, or substantially, all of its assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitted in writing to its inability to pay its debts as they become due; or (vi) made an offer of settlement, extension or composition to its creditors generally. In addition to the foregoing, Tenant is not contemplating taking any of the aforementioned actions during the period of time commencing on the date of this Agreement and ending on the date which is ninety-one (91) days after the Termination Date. F. There are no uncured defaults on the part of Landlord and Tenant has no claim, cause of action, offset, set-off, deduction, counterclaim or other similar right against Landlord.

Tenant’s Representations and Warranties. Each Tenant hereby represents makes the following representations and warrants warranties to Landlord the following, each of which shall survive the termination Transferee Parties as of the LeaseExecution Date, and the vacation and surrender obligations of the PremisesTransferee Parties to consummate the transactions contemplated hereby shall be contingent on such representations and warranties being true and correct in all material respects as of each Transition Date, in the surrender case of the Lease Facility(ies) then transferred, and all such representations and warranties shall be deemed to be remade on such Transition Date: (a) Each Tenant has all necessary power and authority to enter into this Agreement and to execute all documents and instruments referred to herein or contemplated hereby and to consummate the transactions provided for herein and all necessary action has been taken to authorize the individuals executing this Agreement on behalf of Tenants to do so. (b) This Agreement has been duly and validly executed and delivered by each Tenant and is enforceable against such Tenant in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy laws and general principals of equity. (c) The execution and delivery of this Agreement by Tenants and the performance by Tenants of their obligations hereunder will not conflict with any provision of any law or regulation to which either Tenant is subject, conflict with or otherwise violate either Tenant’s leasehold estateorganizational documents or conflict with or result in a breach of or constitute a default of any of the terms, conditions or provisions of any material agreement or instrument to which either Tenant is a party or by which either Tenant is bound or any order or decree applicable to either Tenant, in any manner that would have a material adverse effect on either Tenant’s ability to perform its obligations hereunder, subject to the approval of the applicable Governmental Authorities with respect to the transfer or replacement of the Principal Licenses and Ancillary Licenses. (d) Neither Tenant is required to secure the consent of any third party to enter into this Agreement or to carry out the terms hereof with the exception of (i) any consents that have been obtained as of the date hereof, (ii) any consents which may be required to assign any of the Contracts, and any termination of this Agreement: A. Tenant has not made any assignment, sublease, transfer, conveyance or other disposition of any portion (iii) the approval of the Leaseapplicable Governmental Authorities with respect to the transfer or replacement of the Principal Licenses and Ancillary Licenses. (e) Tenants have not (i) assigned any of the Lease(s), Tenant’s leasehold estate(ii) entered into any material sublease with respect to any of the Facility(ies) other than those subleases set forth on Schedule 11.1(e), the Premises, or (iii) transferred or otherwise encumbered any other of their right, title or interest under the Lease(s) or arising by virtue of to the LeaseFacility(ies) to any third party, or of any claim, demand, obligation, liability, action or cause of action arising from or except pursuant to the Lease or arising from any rights of possession arising under or by virtue of Resident Agreements, Contracts and subleases entered into with respect to the Lease, Tenant’s leasehold estate, or the PremisesFacilities. B. The person (f) Tenants have provided (or entity executing this Agreement on behalf of Tenant has the full right, power and authority to execute this Agreement on behalf of Tenant and to bind Tenant without the consent or approval of any other person or entity. C. Tenant has the full power, capacity, authority and legal right to execute and deliver this Agreement. D. This Agreement is legal, valid and binding upon Tenant and Landlord, and this Agreement is enforceable will provide in accordance with its termsSection 2.1) Transferee Parties with, what to Tenants’ actual knowledge are, true, correct and complete copies of all Resident Agreements and Contracts in Tenants’ possession or control and, to Tenants’ actual knowledge, each such Resident Agreement and Contract constitutes the entire agreement between the applicable Tenant and the other party thereto. E. Tenant has not done any (g) Tenants own all of the following: Transferred Assets free and clear of any rights or claims of any third parties. (h) No Facility Employees are represented by any labor organization, and no labor organization or group of Facility Employees have made a pending demand for recognition or have filed a petition seeking a representation proceeding with the National Labor Relations Board within the last two (2) years. (i) made To Tenants’ actual knowledge, all accounts receivable and unbilled accounts receivable represent and constitute bona fide indebtedness owing to Tenants for services actually performed or for goods or supplies actually provided with no set-offs, deductions, compromises, or reductions (other than reasonable allowances for bad debts and contractual allowances in an amount consistent with historical policies and procedures of the Tenants); it being understood that this representation does not constitute a general assignment for guaranty that such accounts receivable will be collected. (j) All the benefit Principal Licenses are valid and in full force and effect as of creditors; the date hereof. Neither Tenant is in material default under any Principal License, and neither Tenant has received any notice of material default or any other material claim or proceeding relating to any such Principal License. No investigations or proceedings by a Governmental Authority are pending which may result in the termination, revocation, or suspension of any Principal License. (iik) filed The Medicare provider numbers and Medicaid provider numbers relating to all Medicare and Medicaid Programs in which a Tenant has participated at any voluntary petition time during the last three years are listed on Schedule 5.1 (the “Payment Programs”). Each Tenant is certified as a participating provider, in bankruptcy good standing, in, and eligible to receive payment under, each Payment Program. There is no investigation, audit, claim review, or suffered other action pending, or to Tenants’ actual knowledge threatened, which could reasonably be expected to result in (A) a revocation, suspension, termination, probation, restriction, limitation, or non-renewal of either Tenant’s participation in a Payment Program or (B) the filing exclusion from a Payment Program of either Tenant or any of its or their officers, directors or employees holding the title of “Executive Director”, “Health Care Coordinator”, “Skilled Nursing Administrator”, “Chief Nursing Officer”, “Controller” or any equivalent title or position. (l) Except as set forth on Schedule 11.1(l), to Tenants’ actual knowledge, neither Tenant is in violation of any federal or state laws, regulations, standards or requirements of an involuntary petition by its creditors; (iii) suffered the appointment of applicable Governmental Authority with respect to any Facility which violation could reasonably be expected to have a receiver to take possession of all, or substantially, all of its assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitted in writing to its inability to pay its debts as they become due; or (vi) made an offer of settlement, extension or composition to its creditors generally. In addition to the foregoing, Tenant is not contemplating taking any of the aforementioned actions during the period of time commencing material adverse effect on the date operation of this Agreement and ending on the date which is ninety-one (91) days after the Termination Datesuch Facility. F. There are no uncured defaults on the part of Landlord and Tenant has no claim, cause of action, offset, set-off, deduction, counterclaim or other similar right against Landlord.

Tenant’s Representations and Warranties. Tenant hereby covenants, represents and warrants to Landlord the followingLandlord, each of which shall survive the termination as of the date of execution of this Lease, the vacation and surrender of the Premises, the surrender of the Lease and Tenant’s leasehold estate, and any termination of this Agreementas follows: A. (a) Tenant has not made any assignment, sublease, transfer, conveyance or other disposition of any portion of the Lease, Tenant’s leasehold estate, the Premises, any other right, title or interest under or arising by virtue of the Lease, or of any claim, demand, obligation, liability, action or cause of action arising from or pursuant to the Lease or arising from any rights of possession arising under or by virtue of the Lease, Tenant’s leasehold estate, or the Premises. B. The person or entity executing this Agreement on behalf of Tenant has the full right, all requisite power and authority to execute enter into and perform its obligations under this Agreement on behalf of Tenant and to bind Tenant without the consent or approval of any other person or entityLease. C. (b) All consents, approvals and authorizations of all applicable governmental authorities, other than Landlord, required in connection with the execution, delivery and performance by Tenant of this Lease have been obtained and delivered to the Landlord on or before the Effective Date of this Lease. (c) Tenant has the full powerduly obtained and maintained, capacityand will continue to obtain and maintain all material licenses, authority permits, consents and legal right approvals required by all applicable governmental authorities to execute own and deliver this Agreementoperate its respective businesses and properties as now owned and hereafter owned. D. This Agreement is legal, valid (d) With respect to the financial condition of Tenant: (1) Tenant has furnished Landlord and binding will annually upon Tenant request furnish Landlord with true and Landlordcorrect copies of its Balance Sheet and the related Statements of Income (Loss), and this Agreement is enforceable Statements of Changes in Financial Position (collectively, the “Financial Statements”). Subject to the California Public Records Act and other applicable laws, Landlord will use reasonable efforts to maintain the confidentiality of the Financial Statements which Tenant designates as confidential, to the extent permitted by law. (2) The Financial Statements have been and will be prepared in accordance with its termsgenerally accepted accounting principles consistently applied throughout the periods indicated. The Balance Sheets fairly present financial conditions as of the date indicated, and the Statements of Income (Loss) and Statements of Changes in Financial Condition fairly present, in accordance with such accounting principles, the results of operations, the application of funds, and the changes in Tenant’s financial condition for the respective periods indicated. E. (3) There have been no changes in the assets, liabilities, financial condition or affairs of Tenant set forth or reflected in the most recent Financial Statements supplied to Landlord, which either in any one case or in the aggregate, would materially or adversely affect Tenant’s ability to perform its obligations hereunder. (4) The charges, accruals and reserves in the books of Tenant, if any, since inception of Tenant to the date hereof are adequate in accordance with generally accepted accounting principles to reflect any changes in the financial condition of Tenant since its inception. (5) Xxxxxx agrees to promptly notify Landlord of any material errors or changes in the Financial Statements provided to Landlord. (e) All filings, reports and tax returns of Tenant which are required to be made or filed with any governmental authority have been and will continue to be duly made and filed, and all taxes, assessments, fees and other governmental charges upon Tenant, or upon any of its respective properties, assets, income or franchises, which are due and payable, have been, and will continue to be, paid when due, other than those which are presently payable without penalty or interest, or which Tenant is contesting in good faith. (f) There are no suits, other proceedings or investigations pending or, to the best of Tenant’s knowledge, threatened against, or affecting the business or the properties of Tenant, other than as previously disclosed in writing to Landlord, which would materially impair Xxxxxx’s ability to perform under this Lease nor is Tenant in violation of any laws or ordinances which would materially impair Xxxxxx’s performance of its obligations under this Lease. (g) There are no facts now in existence which would, with the giving of notice or the lapse of time, or both, constitute a “Default” or an “Event of Default” hereunder. (h) Tenant has not done received any notice from any governing jurisdiction of any violation of laws or ordinances, nor any notice requiring any improvements or alterations to be made in connection with the following: Improvements to be constructed on the Leased Premises. (i) made a general assignment for the benefit Tenant does not know or have any reason to know, except as disclosed to Landlord, of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of alladverse conditions, circumstances, or substantiallypending or threatened litigation, all of its assets; (iv) suffered the attachment governmental action, or other judicial seizure condition which could prevent or materially impair Xxxxxx’s ability to develop the Leased Premises as contemplated by the terms of allthis Lease. (j) This Lease and all other instruments to be executed in connection herewith will, or substantially all, as of its assets; (v) admitted in writing to its inability to pay its debts as they become due; or (vi) made an offer of settlement, extension or composition to its creditors generally. In addition to the foregoing, Tenant is not contemplating taking any of the aforementioned actions during the period of time commencing on the date of this Agreement their execution, have been duly and ending on validly executed by Xxxxxx, and each such document constitutes, or will, as of the date which is ninety-one (91) days after executed, constitute, a legally valid, binding and fully enforceable obligation of Tenant thereto, in accordance with each and every term and condition stated therein. Tenant assumes due and valid execution of this Lease by Landlord in making the Termination Dateabove representations. F. There are no uncured defaults on the part of Landlord and Tenant has no claim, cause of action, offset, set-off, deduction, counterclaim or other similar right against Landlord.

Tenant’s Representations and Warranties. As an inducement to District to enter into this Lease, Tenant hereby represents and warrants to Landlord the followingDistrict, each of which shall survive the termination as of the LeaseCommencement Date, the vacation and surrender of the Premises, the surrender of the Lease and Tenant’s leasehold estate, and any termination of this Agreementas follows: A. (a) Tenant has not made any assignment, sublease, transfer, conveyance or other disposition of any portion of the Lease, Tenant’s leasehold estate, the Premises, any other right, title or interest under or arising by virtue of the Lease, or of any claim, demand, obligation, liability, action or cause of action arising from or is a limited liability company duly created and validly existing pursuant to the Lease or arising from any rights of possession arising under or by virtue laws of the LeaseDistrict of Columbia and is qualified to do business in the District of Columbia. True, Tenant’s leasehold estate, correct and complete copies of the articles of organization of Tenant have been certified and delivered to District on or before the PremisesCommencement Date. B. The person or entity executing this Agreement on behalf of Tenant (b) Xxxxxx has the full right, power and authority to execute this Agreement on behalf of Tenant and to bind Tenant without the consent or approval of any other person or entity. C. Tenant has the full powerenter into, capacity, authority and legal right to execute and deliver this AgreementLease and to perform its obligations hereunder. D. (c) This Agreement is Lease has been duly executed and delivered by Xxxxxx and, when duly executed and delivered by District, shall constitute a legal, valid and binding upon obligation of Tenant and Landlord, and this Agreement is enforceable against Tenant in accordance with its terms. E. (d) The execution, delivery and performance of this Lease does not violate any of the terms, conditions or provisions of (i) Tenant’s organizational documents, (ii) any judgment, order, injunction, decree, regulation, or ruling of any court or other Governmental Authority, or any Applicable Law to which Tenant is subject, or (iii) any agreement or contract to which Tenant is a party or is otherwise subject. (e) The lease of the Leased Premises by Xxxxxx, and Xxxxxx’s other undertakings pursuant to this Lease are and will be used for the purpose of developing and operating the Improvements, and not for speculation in land holding or any other purpose. (f) No action, consent or approval of, or registration or filing with or other action by, any Governmental Authority or other Person is or will be required in connection with the execution and delivery by Tenant of this Lease or the assumption and performance by Tenant of its obligations hereunder, other than the issuance of governmental permits and licenses expected in the ordinary course of business. (g) No broker, finder, investment banker or other person acting pursuant to express or implied authority of Tenant is entitled, or shall become entitled, to any brokerage, finder’s or other fee or commission in connection with this Lease, based upon arrangements made by Tenant or on Xxxxxx’s behalf or will be entitled to make any claim against District for a commission or finder’s fee. Tenant has not done dealt with any agent or broker in connection with its lease of the Property. (h) Neither Tenant nor any of its Members, nor the followingconstituent Members of any of its Members, are the subject debtor under any federal, state or local bankruptcy or insolvency proceeding, or any other proceeding for dissolution, liquidation or winding up of its assets. (i) Neither Tenant nor any Member or Affiliate of Tenant is a Prohibited Person. (j) There is no litigation, arbitration, administrative proceeding or other similar proceeding pending or threatened in writing against Tenant or its Members which, if decided adversely to Tenant or its Members: (i) made a general assignment for the benefit of creditorswould impair Tenant’s ability to enter into and perform its obligations under this Lease; (ii) filed any voluntary petition in bankruptcy would materially adversely affect the financial condition or suffered the filing operations of an involuntary petition by Tenant or its creditorsMembers; or (iii) suffered threaten the appointment legal existence of a receiver to take possession of all, or substantially, all of its assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitted in writing to its inability to pay its debts as they become due; or (vi) made an offer of settlement, extension or composition to its creditors generally. In addition to the foregoing, Tenant is not contemplating taking any of the aforementioned actions during the period of time commencing on the date of this Agreement and ending on the date which is ninety-one (91) days after the Termination DateTenant. F. There are no uncured defaults on the part of Landlord and Tenant has no claim, cause of action, offset, set-off, deduction, counterclaim or other similar right against Landlord.

Tenant’s Representations and Warranties. Tenant hereby represents and warrants to Landlord as follows: (a) Each of the followingentities comprising Tenant is duly organized and validly existing under the laws of the State of Delaware. (b) Tenant has the full power, each authority and legal right to enter into and perform this Amendment. The execution, delivery and performance of this Amendment by Tenant have been duly authorized by all necessary action and, except for the consent of Lender as provided in Section 13 below, do not require the consent or approval of any person or entity that has not been obtained. (c) This Amendment constitutes a legally valid and binding agreement of Tenant enforceable against Tenant in accordance with the terms hereof. (d) Tenant’s entering into and performing this Amendment will not constitute a violation or breach by Tenant of (i) any contract, agreement or instrument to which shall survive Tenant is a party or by which Tenant is subject or bound (subject to obtaining Lender’s consent to this Amendment); (ii) to Tenant’s current, actual knowledge, any judgment, order, writ, injunction or decree issued against it or imposed upon it; or (iii) to Tenant’s current, actual knowledge, any applicable law, order, rule or regulation of any governmental or quasi-governmental authority. (e) Tenant has not dealt with any brokers, agents, finders or similar parties in connection with this Amendment or the termination transactions contemplated hereby, except Insignia/ESG, Inc. (“Tenant’s Broker”). Tenant will pay any and all amounts that may be due to Tenant’s Broker in connection with this Amendment and the transactions contemplated hereby, and Tenant will indemnify, defend and hold Landlord harmless from and against all losses, costs, claims, liabilities and damages (including, without limitation, reasonable attorneys’ fees and expenses) arising out of any claims from Tenant’s Broker or any other broker, agent, finder or similar party claiming by, through or under Tenant. (f) Tenant holds the entire, undivided right, title and interest of the “Tenant” under the Lease, the vacation and surrender of the Premises, the surrender of the Lease and Tenant’s leasehold estate, and any termination of this Agreement: A. Tenant has not made any assignment, sublease, transfer, conveyance or other disposition of the Lease or the Premises or any portion of interest therein (other than the License Agreement described in Section 16(c)) that has not been terminated pursuant to the Lease, Tenant’s leasehold estate, the Premises, any other right, title or interest under or arising by virtue of the Leaseas amended hereby, or of any claim, demand, obligationlien, liability, action or cause of action arising from or pursuant to the Lease or arising from any rights of possession arising under or by virtue of the Lease, Tenant’s leasehold estate, or the Premises. B. The person or entity executing this Agreement on behalf of Tenant has the full right, power and authority to execute this Agreement on behalf of Tenant and to bind Tenant without the consent or approval of any other person or entity. C. Tenant has the full power, capacity, authority and legal right to execute and deliver this Agreement. D. This Agreement is legal, valid and binding upon Tenant and Landlord, and this Agreement is enforceable in accordance with its terms. E. Tenant has not done any of the following: (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its creditors; (iii) suffered the appointment of a receiver to take possession of all, or substantially, all of its assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitted in writing to its inability to pay its debts as they become due; or (vi) made an offer of settlement, extension or composition to its creditors generally. In addition to the foregoing, Tenant is not contemplating taking any of the aforementioned actions during the period of time commencing on the date of this Agreement and ending on the date which is ninety-one (91) days after the Termination Date. F. There are no uncured defaults on the part of Landlord and Tenant has no claimaction, cause of action, offset, set-off, deduction, counterclaim obligation or other similar right against Landlordliability arising from or relating to the Lease or the Premises.

Tenant’s Representations and Warranties. (a) Tenant hereby represents and warrants to Landlord the following, each of which shall survive the termination of the Lease, the vacation and surrender of the Premises, the surrender of the Lease and Tenant’s leasehold estate, and any termination of this Agreement: A. Tenant has not made any assignment, sublease, transfer, conveyance or other disposition of any portion of the Lease, Tenant’s leasehold estate, the Premises, any other right, title or interest under or arising by virtue of the Lease, or of any claim, demand, obligation, liability, action or cause of action arising from or pursuant to the Lease or arising from any rights of possession arising under or by virtue of the Lease, Tenant’s leasehold estate, or the Premises. B. The person or entity executing this Agreement on behalf of Tenant has the full right, power and authority to execute this Agreement on behalf of Tenant and to bind Tenant without the consent or approval of any other person or entity. C. Tenant has the full power, capacity, authority and legal right to execute and deliver this Agreement. D. This Agreement is legal, valid and binding upon Tenant and Landlord, its successors and this Agreement is enforceable in accordance with its terms. E. Tenant has not done any of the followingassigns, that: (i) made a general assignment for the benefit of creditors; Original Lease has not been assigned, pledged or encumbered, except as described above, (ii) filed any voluntary petition in bankruptcy or suffered except for Tenant, the filing Phase I Surrender Premises and the Phase II Surrender Premises are each free of an involuntary petition by its creditors; all Occupancies, (iii) Tenant has not created or suffered the appointment of a receiver to take possession of all, or substantially, all of its assets; (iv) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitted any Occupancies in writing to its inability to pay its debts as they become due; or (vi) made an offer of settlement, extension or composition to its creditors generally. In addition and/or to the foregoing, Tenant is not contemplating taking any of Phase I Surrender Premises and the aforementioned actions during the period of time commencing on Phase II Surrender Premises through and including the date of this Agreement and ending (iv) all materials, personalty, furnishings, personal property, fixtures, trade fixtures and equipment (the “Property”) presently in the Phase I Surrender Premises and the Phase II Surrender Premises are not subject to any lien, encumbrance, chattel mortgage, title retention or security agreement and no action has been taken or suffered by Tenant as a result of which either the Phase I Surrender Premises and the Phase II Surrender Premises or any Property shall or might be subject thereto. Tenant covenants and agrees that it shall not at any time hereafter create, suffer or permit the creation of any such rights or encumbrances in or to the Phase I Surrender Premises and the Phase II Surrender Premises or the Property contained therein. Any Property (other than the FF&E) left in the Phase I Surrender Premises and the Phase II Surrender Premises by Tenant after the Phase I Early Cancellation Date and the Phase II Early Cancellation Date, as applicable, shall be deemed to have been abandoned by Tenant, and Landlord shall have the right to retain or dispose of such Property in any manner at the expense of Tenant without any obligation to account to Tenant therefor. (i) On the Phase I Early Cancellation Date and in consideration of the payment of $1.00 from Landlord to Tenant (which has been paid on the date which is ninety-one hereof), Tenant shall transfer to Landlord all of Tenant’s right, title and interest in the furnishings, fixtures and equipment presently existing within the Phase I Surrender Premises as described on Exhibit B-1 annexed hereto (91the “Phase I FF&E”) days after and the Termination Date. F. There are no uncured defaults on Phase I FF&E shall become the part property of Landlord and Tenant hereby disclaims any right to such Phase I FF&E and hereby represents and warrants to Landlord that immediately prior to its transfer to Landlord of the Phase I FF&E: (i) Tenant shall be the owner of the Phase I FF&E, (ii) Tenant shall have the power and authority to transfer the Phase I FF&E to Landlord, and (iii) to Tenant’s knowledge, the Phase I FF&E shall be free and clear of all liens, encumbrances, chattel mortgages, and title retention or security agreements. Tenant shall be responsible for any sales tax due on account of transfer of the Phase I FF&E by Tenant to Landlord and Tenant hereby agrees to indemnify, defend and hold Landlord harmless from and against all costs, damages, suits, liabilities and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, arising from or in connection with the failure of Tenant to pay any such taxes. (ii) On the Phase II Early Cancellation Date and in consideration of the payment of $1.00 from Landlord to Tenant (which has been paid on the date hereof), Tenant shall transfer to Landlord all of Tenant’s right, title and interest in the furnishings, fixtures and equipment presently existing within the Phase II Surrender Premises as described on Exhibit B-2 annexed hereto (the “Phase II FF&E”); and collectively with the Phase I FF&E shall be referred to as the “FF&E”) and the Phase II FF&E shall become the property of Landlord and Tenant hereby disclaims any right to such Phase II FF&E and hereby represents and warrants to Landlord that immediately prior to its transfer to Landlord of the Phase II FF&E: (i) Tenant shall be the owner of the Phase I FF&E, (ii) Tenant shall have the power and authority to transfer the Phase II FF&E to Landlord, and (iii) to Tenant’s knowledge, the Phase II FF&E shall be free and clear of all liens, encumbrances, chattel mortgages, and title retention or security agreements. Tenant shall be responsible for any sales tax due on account of transfer of the Phase II FF&E by Tenant to Landlord and Tenant hereby agrees to indemnify, defend and hold Landlord harmless from and against all costs, damages, suits, liabilities and expenses, including, without limitation, reasonable attorneys’ fees and disbursements, arising from or in connection with the failure of Tenant to pay any such taxes. (iii) The FF&E shall be transferred to Landlord by Tenant in its then “as-is” condition and Tenant makes no claimrepresentations to Landlord regarding the fitness of merchantability of such FF&E. Landlord hereby agrees to deliver the Phase I FF&E and the Phase II FF&E to the Existing Tenant pursuant to the terms and conditions of Landlord’s agreement with said Existing Tenant (unless said Existing Tenant requests otherwise). (iv) On the Phase I Early Cancellation Date and on the Phase II Early Cancellation Date, cause Landlord, Tenant and the Existing Tenant shall jointly conduct a walk-through of actionthe Phase I Surrender Premises and the Phase II Surrender Premises, offsetas applicable, setin order to confirm that all Phase I FF&E and Phase II FF&E, as applicable, has been surrendered by Tenant to Landlord. If any Phase I FF&E shall not be surrendered by Tenant on the Phase I Early Cancellation Date (i.e., such Phase I FF&E shall not be in the Phase I Surrender Premises during such walk-offthrough), deductionand such missing Phase I FF&E is not replaced with substantially similar item(s) by Tenant within seven (7) days (time being of the essence) after such the completion of such walk-through, counterclaim or other then Tenant acknowledges and agrees that the Existing Tenant Agreement permits the Existing Tenant to purchase the missing Phase I FF&E, in which case Tenant shall, within ten (10) Business Days of receipt of an invoice therefor from Landlord, pay to Landlord and/or the Existing Tenant, the costs incurred by the Existing Tenant in purchasing such missing Phase I FF&E. If any Phase II FF&E shall not be surrendered by Tenant on the Phase II Early Cancellation Date (i.e., such Phase II FF&E shall not be in the Phase II Surrender Premises during such walk-through), and such missing Phase II FF&E is not replaced with substantially similar right against item(s) by Tenant within seven (7) days (time being of the essence) after such the completion of such walk-through, then Tenant acknowledges and agrees that the Existing Tenant Agreement permits the Existing Tenant to purchase the missing Phase II FF&E, in which case Tenant shall, within ten (10) Business Days of receipt of an invoice therefor from Landlord., pay to Landlord and/or the Existing Tenant, the costs incurred by the Existing Tenant in purchasing such missing Phase II FF&E.

Tenant’s Representations and Warranties. Tenant hereby warrants and represents and warrants to Landlord the followingas follows, each of which shall survive the termination is material and being relied upon by Landlord: (a) Tenant and all persons and entities (i) owning (directly or indirectly) an ownership interest in Tenant, (ii) whom or which are an assignee of the Lease, the vacation and surrender of the Premises, the surrender of the Lease and Tenant’s leasehold estateinterest in this Lease; or (iii) whom or which are a guarantor of Tenant’s obligations under this Lease: (x) are not, and any termination of this Agreement: A. Tenant has shall not made any assignmentbecome, sublease, transfer, conveyance or other disposition of any portion of the Lease, Tenant’s leasehold estate, the Premises, any other right, title or interest under or arising by virtue of the Lease, or of any claim, demand, obligation, liability, action or cause of action arising from or pursuant to the Lease or arising from any rights of possession arising under or by virtue of the Lease, Tenant’s leasehold estate, or the Premises. B. The a person or entity with whom Landlord is restricted from doing business under regulations of the Office of Foreign Assets Control (“OFAC”) of the Department of the Treasury (including, but not limited to, those named on OFAC’s Specially Designated Nationals and Blocked Persons list) or under any statute, executive order (including, but not limited to, the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action; (y) are not, and shall not become, a person or entity with whom Landlord is restricted from doing business under the International Money Laundering Abatement and Financial Anti-Terrorism Act of 2001 or the regulations or orders thereunder; and (z) are not knowingly engaged in, and shall not knowingly engage in, any dealings or transaction or be otherwise associated with such persons or entities described in clauses (x) or (y), above. (b) If Tenant is an entity, Tenant is duly organized, validly existing and in good standing under the laws of the State of its organization, and is qualified to do business in the State in which the Property is located, and the persons executing this Agreement Lease on behalf of Tenant has have the full right, power right and authority to execute this Agreement on behalf of Tenant and to bind Tenant without the consent or approval of any other person or entity. C. . Tenant has the full limited liability company power, capacity, authority and legal right to execute and deliver this Agreement. D. Lease and to perform all of its obligations hereunder. This Agreement Lease is a legal, valid and binding upon Tenant and Landlordobligation of Tenant, and this Agreement is enforceable in accordance with its terms, except as may be limited by (i) bankruptcy, insolvency, or similar laws affecting creditors rights generally, and (ii) general principles of equity. E. (c) Tenant has not done any of the following: (i1) made a general assignment for the benefit of creditors; , (ii2) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its any creditors; , (iii3) suffered the appointment of a receiver to take possession of all, all or substantially, substantially all of its assets; , (iv4) suffered the attachment or other judicial seizure of all, all or substantially all, all of its assets; , (v5) admitted in writing to its inability to pay its debts as they become come due; , or (vi6) made an offer of settlement, extension or composition to its creditors generally. In addition to the foregoing, Tenant is not contemplating taking any confirms that all of the aforementioned actions during the period above representations and warranties are true as of time commencing on the date of this Agreement Lease, and ending on acknowledges and agrees that they shall survive the date which is ninety-one (91) days after the Termination Dateexpiration or earlier termination of this Lease. F. There are no uncured defaults on the part of Landlord and Tenant has no claim, cause of action, offset, set-off, deduction, counterclaim or other similar right against Landlord.

Tenant’s Representations and Warranties. Tenant hereby represents and warrants to Landlord the followingas follows, each of which shall survive the termination as of the Lease, the vacation and surrender of the Premises, the surrender of the Lease and Tenant’s leasehold estate, and any termination Effective Date of this AgreementLease: A. (a) There are no actions, suits or proceedings pending or, to the knowledge of Tenant, threatened, against or affecting Tenant which, if determined adversely to Tenant, would adversely affect its ability to perform its obligations hereunder. Tenant has not made any assignment, sublease, transfer, conveyance or other disposition of any portion of the Lease, Tenant’s leasehold estate, the Premises, any other right, title or interest under or arising by virtue of the Lease, or of any claim, demand, obligation, liability, action or cause of action arising from or pursuant to the Lease or arising from any rights of possession arising under or by virtue of the Lease, Tenant’s leasehold estate, or the Premises. B. The person or entity executing this Agreement on behalf of Tenant has the full right, power and authority to execute this Agreement on behalf of Tenant and to bind Tenant without the consent or approval of any other person or entity. C. Tenant has the full power, capacity, authority and legal right to execute and deliver this Agreement. D. This Agreement is legal, valid and binding upon Tenant and Landlord, and this Agreement is enforceable in accordance with its terms. E. Tenant has not done any of the following: (ia) made a general assignment for the benefit of creditors; , (iib) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by its of Tenant’s creditors; , (iiic) suffered the appointment of a receiver to take possession of all, or substantiallysubstantially all, all of its Tenant’s assets; , (ivd) suffered the attachment or other judicial seizure of all, or substantially all, of its Tenant’s assets; , (ve) admitted in writing to its inability to pay its debts as they become due; come due or (vif) made an offer of settlement, extension or composition to its creditors generally. In addition Tenant has full right, power and authority and is duly authorized to enter into this Lease, to perform each of the covenants on its part to be performed hereunder and to execute and deliver, and to perform its obligations under all documents required to be executed and delivered by it pursuant to this Lease. (b) Neither the execution, delivery or performance of this Lease (i) conflicts or will conflict with or results or will result in a breach of or constitutes or will constitute a default under (1) the organizational documents of Tenant, (2) to the foregoingbest of Tenant’s knowledge, any law or any order, writ, injunction or decree of any court or governmental authority, or (3) any agreement or instrument to which Tenant is not contemplating taking a party or by which it is bound or (ii) results in the creation or imposition of any lien, charge or encumbrance upon its property pursuant to any such agreement or instrument. (c) Except as provided in this Lease, no authorization, consent, or approval of any governmental authority (including courts) or any other person is required for the aforementioned actions during the period of time commencing on the date execution, delivery and performance by Tenant of this Agreement and ending on Lease or the date which is ninety-one (91) days after the Termination Dateperformance of its obligations hereunder. F. There are no uncured defaults on the part of Landlord and Tenant has no claim, cause of action, offset, set-off, deduction, counterclaim or other similar right against Landlord.

Tenant’s Representations and Warranties. As an inducement for Authority to enter into this Agreement, Tenant hereby represents and warrants to Landlord Authority that: (a) Tenant is a corporation duly organized and validly existing in good standing under the following, each of which shall survive the termination laws of the LeaseState of Delaware and has the full corporate power, the vacation authority and surrender of the Premises, the surrender of the Lease legal right to own its properties and Tenant’s leasehold estateto conduct its business as such properties are presently owned and such business is presently conducted, and any termination of to execute and deliver this Agreement: A. Tenant has not made any assignment, sublease, transfer, conveyance or other disposition of any portion of the Lease, Tenant’s leasehold estate, the Premises, any other right, title or interest under or arising by virtue of the Lease, or of any claim, demand, obligation, liability, action or cause of action arising from or pursuant to the Lease or arising from any rights of possession arising under or by virtue of the Lease, Tenant’s leasehold estate, or the PremisesAgreement and perform its obligations hereunder. B. The person or entity executing this Agreement on behalf of (b) Tenant has the full right, power and authority to execute this Agreement on behalf of Tenant and to bind Tenant without the consent or approval of any other person or entity. C. Tenant has the full corporate power, capacity, authority and legal right to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Tenant have been duly authorized by all necessary corporate action on the part of Tenant. D. (c) This Agreement is has been duly executed and delivered by Tenant and constitutes a legal, valid and binding upon obligation of Tenant, enforceable against Tenant and Landlord, and this Agreement is enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter affecting the enforcement of creditors’ rights in general and general principles of equity (whether applied in a Proceeding at law or in equity). E. (d) The execution and delivery of this Agreement by Tenant, the performance by Tenant has of its obligations hereunder and the consummation of the transactions contemplated hereby, do not done and will not (i) violate, contravene or conflict with the certificate of incorporation or bylaws of Tenant or any law, order, rule or regulation applicable to Tenant of any Governmental Authority having jurisdiction over Tenant, or (ii) result in a breach of any of the following: material terms and provisions of, constitute (with or without the giving of notice or the lapse of time or both) a material default under, or result in the creation or imposition of any Lien upon any of Tenant’s properties pursuant to, any indenture, contract, lease, mortgage, deed of trust or other instrument or agreement to which Tenant is a party or by which Tenant is bound. (e) There are no Proceedings or investigations pending or, to the knowledge of Tenant, threatened against Tenant before any court, regulatory body, administrative agency or other tribunal or Governmental Authority (i) made a general assignment for asserting the benefit invalidity of creditors; this Agreement, (ii) filed seeking to prevent the consummation of any voluntary petition in bankruptcy of the transactions contemplated by this Agreement, or suffered the filing of an involuntary petition by its creditors; (iii) suffered seeking any determination or ruling that, in the appointment reasonable judgment of a receiver to take possession of allTenant, or substantially, all would materially and adversely affect the performance by Tenant of its assets; obligations hereunder or would materially and adversely affect the validity or enforceability of this Agreement. (ivf) suffered All authorizations, consents, order or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by Tenant in connection with the attachment or other judicial seizure of all, or substantially all, of its assets; (v) admitted in writing to its inability to pay its debts as they become due; or (vi) made an offer of settlement, extension or composition to its creditors generally. In addition to the foregoing, Tenant is not contemplating taking any of the aforementioned actions during the period of time commencing on the date execution and delivery of this Agreement by Tenant, the performance by Tenant of its obligations hereunder, and ending on the date which is ninety-one (91) days after consummation of the Termination Datetransactions contemplated hereby, have been duly obtained, effected or given and are in full force and effect. F. There are no uncured defaults on the part of Landlord and Tenant has no claim, cause of action, offset, set-off, deduction, counterclaim or other similar right against Landlord.

Tenant’s Representations and Warranties. 8.1.1 That Tenant hereby represents is duly organized and warrants validly existing, is authorized to Landlord transact business in the following, each of state in which shall survive the termination of the Lease, the vacation Property is located and surrender of the Premises, the surrender of the Lease and Tenant’s leasehold estate, and any termination of this Agreement: A. Tenant has not made any assignment, sublease, transfer, conveyance or other disposition of any portion of the Lease, Tenant’s leasehold estate, the Premises, any other right, title or interest under or arising by virtue of the Lease, or of any claim, demand, obligation, liability, action or cause of action arising from or pursuant to the Lease or arising from any rights of possession arising under or by virtue of the Lease, Tenant’s leasehold estate, or the Premises. B. The person or entity executing this Agreement on behalf of Tenant has the full right, power and authority to execute enter into this Agreement on behalf of Tenant and to bind Tenant Lease, without the consent consent, joinder or approval of any other person or entity, including, without limitation, any mortgagee(s). C. 8.1.2 That Tenant has is not a party to any agreement or litigation which could adversely affect the full powerability of Tenant to perform its obligations under this Lease or which would constitute a default on the part of Tenant under this Lease, capacity, authority and legal right to execute and deliver or otherwise adversely affect Landlord's rights or entitlements under this AgreementLease. D. This Agreement is legal8.1.3 Except as disclosed in that certain Environmental Site Assessment dated _______ prepared by _______________ (the “Environmental Report”), valid and binding upon Tenant and Landlord, and this Agreement is enforceable in accordance with its terms. E. Tenant has not done any of the following: (i) made a general assignment no Hazardous Substances have been installed, used, generated, manufactured, treated, handled, refined, produced, processed, stored or disposed of, or otherwise present in, on or under the Property by Tenant or, to Tenant’s knowledge, by any third party, except in such amounts and of such types as are permitted by the Environmental Laws for the benefit operation of creditorsTenant’s business; (ii) filed no activity has been undertaken with respect to the Property by Tenant or, to Tenant’s knowledge, any voluntary petition in bankruptcy third party which would cause a violation or suffered the filing of an involuntary petition by its creditors; support a claim under Environmental Laws, (iii) suffered no investigation, administrative order, litigation or settlement with respect to any Hazardous Substances is in existence with respect to the appointment Property, nor, to Tenant’s knowledge, is any of a receiver to take possession of allthe foregoing threatened, or substantially, all of its assets; (iv) suffered the attachment no written notice has been received by Tenant from any entity, governmental body or other judicial seizure individual claiming any violation of allany Environmental Law, or substantially allrequiring compliance with any Environmental Law, of its assetsor demanding payment or contribution for environmental damage or injury to natural resources; and (v) admitted in writing Tenant has not obtained and, to its inability to pay its debts as they become due; or (vi) made an offer of settlementTenant’s knowledge, extension or composition to its creditors generally. In addition to the foregoing, Tenant is not contemplating taking any of the aforementioned actions during the period of time commencing on the date of this Agreement and ending on the date which is ninety-one (91) days after the Termination Date. F. There are no uncured defaults on the part of Landlord required to obtain, and Tenant has no claimknowledge of any reason Landlord will be required to obtain, cause any permits, licenses, or similar authorizations to occupy, operate or use the Improvements or any part of actionthe Property by reason of any Environmental Law. 8.1.4 That a certificate of occupancy has been issued for the Property and remains in effect, offsetunless a certificate of occupancy is not required by law. [INCLUDED FOR PALO ALTO, set-off, deduction, counterclaim or other similar right against Landlord.EL PASO AND CHICAGO ONLY]