Common use of The Leases Clause in Contracts

The Leases. A. Buyer acknowledges that Buyer has examined the Leases set forth on the lease schedule (the "Lease Schedule") annexed hereto as Exhibit "F". Sellers represent and warrant that, except as disclosed to Buyer prior to the end of the Review Period, to the Sellers' actual knowledge, (i) the Leases set forth on such Lease Schedule constitute all of the agreements (other than any subleases and the Contracts) which relate to, affect the occupancy of, or create and/or affect the rights to the occupancy of, the Property or any portion thereof, and all amendments, renewals, extensions and modifications thereof, (ii) except as set forth in the Leases (and any subleases and Contracts), no person or firm has any right to occupy any portion of the Property, (iii) all of the Leases are in full force and effect and other than as set forth on the Lease Schedule, none of them have been modified, amended or extended and no renewal or expansion options have been granted to tenants except as specifically set forth in the Leases, (iv) except for MCI, MCI International and New York Telephone, no tenant has an option to purchase the Property or any part thereof, (v) except as set forth therein, the rents set forth on the Lease Schedule are being collected on a current basis and there are no arrearages in excess of one month, (vi) except as set forth in the Leases, no tenant is entitled to rental concessions or abatements for any period subsequent to the Closing Date, (vii) Sellers have not sent written notice to any tenant of the Property claiming that such tenant is in default, which default remains uncured, other than the unpaid Rent sums set forth on the Lease Schedule, (viii) no action or proceeding instituted against Sellers by any tenant of the Property is currently pending in any court, except with respect to claims involving personal injury or property damage which are covered by insurance and described on Exhibit "G", (ix) there are no security deposits or prepaid rent in the nature of a security deposit other than those set forth in the Lease Schedule or the Leases, (x) no rent has been paid more than thirty (30) days in advance under any of the Leases, (xi) all tenant improvement work required to be completed or paid for by Sellers has been or prior to the Closing Date will be completed or paid for, as the case may be, and (xii) except as set forth in the Leases and on Exhibits F (Lease Schedules) and H (Contracts), there are no unpaid leasing commissions or any liability therefor arising from options to expand or renew contained in any of the Leases. B. Except as is otherwise provided herein, Sellers agree that Sellers will not make any modifications of the Leases which affect the period subsequent to the Closing without the prior written consent of Buyer, which consent Buyer agrees not to unreasonably withhold or delay. Buyer acknowledges that H▇▇▇▇▇▇ previously assigned its Lease to American Progressive Life and Health Insurance Company of N.Y. by Assignment and Assumption of Lease Agreement, dated September 29, 1997. By Consent to Assignment, dated October 8, 1997, REP II consented to such assignment. Buyer agrees that REP II shall have the right to release H▇▇▇▇▇▇ from its obligations under its Lease and the aforesaid Assignment and Consent and REP II may receive any amounts payable in connection therewith. C. The right and privilege is reserved to Sellers to institute termination and eviction proceedings against any tenant prior to the Closing based upon such tenant's failure to observe or perform any of its obligations pursuant to its Lease, but notice thereof shall be given to the attorneys for Buyer. Sellers do not guarantee or undertake that any tenant of the Property will be in occupancy on the Closing or that any of the Leases will be in force or effect on the Closing. Buyer agrees that the vacating of any portion of the Property by any tenant, or the removal of any tenant by eviction proceedings, or the termination of any of the tenants' occupancies, by reason of defaults arising under the Lease or otherwise, prior to the Closing, shall not give rise to any claim on the part of Buyer or affect the obligations of Buyer hereunder in any manner whatsoever. D. If any of the rentable space in the Property is currently vacant or becomes vacant between the date of this Agreement and the Closing, the same shall not be relet, nor shall any extension or renewal of any lease be made, nor shall any modification of the terms of any lease or rental agreement be made (other than the Weston Insurance Brokerage, Inc. Amendment of Lease) and H▇▇▇▇▇▇ release, except with the prior written consent of Buyer, which shall not be unreasonably withheld or delayed.

The Leases. A. (i) Schedule 1.3 contains a complete and accurate list, and Seller has furnished to Buyer acknowledges accurate and complete copies, of all of the Real Property Leases and Personal Property Leases related to the Purchased Restaurants, as amended to date, together with a brief description of (A) each of the real properties that Buyer has examined are leased by Seller under the Real Property Leases set forth on the lease schedule (the "Lease ScheduleLeased Properties"), including the respective addresses and the names and addresses of the landlords thereof, and (B) annexed hereto as Exhibit "F"any improvements made by Seller to any of the Leased Properties that will not revert to any of the landlords upon termination of the Real Property Leases. Sellers represent and warrant that, except as disclosed Seller has delivered to Buyer prior accurate and complete copies of all environmental studies and reports with respect to the end any of the Review PeriodLeased Properties that are in the possession of or are readily available to Seller. The zoning of each of the Leased Properties permits the presently existing improvements thereon and continuation of the business presently conducted thereon and, to Seller's knowledge, no changes therein are pending or are threatened. No condemnation or similar proceedings are pending or, to the Sellers' actual knowledgebest knowledge of Seller, (i) the Leases set forth on such Lease Schedule constitute all threatened against any of the agreements (other than Leased Properties. Seller does not own any subleases and the Contracts) which relate to, affect the occupancy of, or create and/or affect the rights to the occupancy of, the Property or fee interest in any portion thereof, and all amendments, renewals, extensions and modifications thereof, real property. (ii) except as set forth in the Leases (and any subleases and Contracts), no person or firm has any right to occupy any portion of the Property, (iii) all of the Leases are in full force and effect and other than as set forth on the Lease Schedule, none of them have been modified, amended or extended and no renewal or expansion options have been granted to tenants except as specifically set forth in the Leases, (iv) except for MCI, MCI International and New York Telephone, no tenant has an option to purchase the Property or any part thereof, (v) except as set forth therein, the rents set forth on the Lease Schedule are being collected on a current basis and there are no arrearages in excess of one month, (vi) except as set forth in the Leases, no tenant Seller is entitled to rental concessions or abatements for any period subsequent to the Closing Date, (vii) Sellers have not sent written notice to any tenant of the Property claiming that such tenant is in default, which default remains uncuredand no facts or circumstances have occurred which, other than with the unpaid Rent sums set forth on the Lease Schedule, (viii) no action or proceeding instituted against Sellers by any tenant passage of the Property is currently pending in any court, except with respect to claims involving personal injury or property damage which are covered by insurance and described on Exhibit "G", (ix) there are no security deposits or prepaid rent in the nature of a security deposit other than those set forth in the Lease Schedule time or the Leasesgiving of notice, (x) no rent has been paid more than thirty (30) days in advance or both, would constitute a default, under any of the LeasesLeases and the assignment by Seller to Buyer of the Leases included in the list of Assigned Contracts on Schedule 1.4 will not adversely affect Buyer's quiet enjoyment and use, without disturbance, of the Leased Properties or of the personal properties or assets that are the subject of the Personal Property Leases (xithe "Leased Personal Property"). None of the Leases contains any provisions which, after the date hereof, would (A) all tenant improvement work required hinder or prevent Buyer from continuing to be completed use any of the Leased Properties or paid for by Sellers has been Leased Personal Property in the manner in which they are currently used, or prior (B) impose any additional costs (other than scheduled rental increases) or burdensome requirements as a condition to the Closing Date will be completed or paid for, their continued use which are not currently in effect. Except as the case may be, and (xii) except as otherwise set forth in the Leases and on Exhibits F (Lease Schedules) and H (Contracts)Schedule 1.3 hereto, there are no unpaid leasing commissions or any liability therefor arising from options to expand or renew contained in any none of the Leases. B. Except as is otherwise provided herein, Sellers agree that Sellers will not make any modifications of the Leases which affect the period subsequent to the Closing without the prior written consent of Buyer, which consent Buyer agrees not to unreasonably withhold or delay. Buyer acknowledges that H▇▇▇▇▇▇ previously assigned its Lease to American Progressive Life and Health Insurance Company of N.Y. by Assignment and Assumption of Lease Agreement, dated September 29, 1997. By Consent to Assignment, dated October 8, 1997, REP II consented to such assignment. Buyer agrees that REP II shall have the right to release H▇▇▇▇▇▇ from its obligations under its Lease and the aforesaid Assignment and Consent and REP II may receive any amounts payable in connection therewith. C. The right and privilege is reserved to Sellers to institute termination and eviction proceedings against any tenant prior to the Closing based upon such tenant's failure to observe or perform any of its obligations pursuant to its Lease, but notice thereof shall be given to the attorneys for Buyer. Sellers do not guarantee or undertake that any tenant of the Property will be in occupancy on the Closing or that any of the Leases will be in force or effect on the Closing. Buyer agrees that the vacating of any portion of the Property by any tenantPurchased Assets are held under, or the removal of any tenant used by eviction proceedingsSeller pursuant to, or the termination of any of the tenants' occupancies, by reason of defaults arising under the Lease or otherwise, prior to the Closing, shall not give rise to any claim on the part of Buyer or affect the obligations of Buyer hereunder in any manner whatsoever. D. If any of the rentable space in the Property is currently vacant or becomes vacant between the date of this Agreement and the Closing, the same shall not be relet, nor shall any extension or renewal of any lease be made, nor shall any modification of the terms of any lease or rental agreement be made (other than the Weston Insurance Brokerage, Inc. Amendment of Lease) and H▇▇▇▇▇▇ release, except with the prior written consent of Buyer, which shall not be unreasonably withheld or delayedconditional sales contract.

The Leases. A. Buyer acknowledges that Buyer has examined Seller will, within ten (10) calendar days after the Effective Date of this Agreement, provide to Purchaser: (a) copies of the leases and landlord-permitted subleases (such leases and subleases being referred to in this Agreement collectively as the "Existing Leases"); and (b) a rent roll which includes a list of all of the Existing Leases set and which sets forth on the lease schedule each tenant's name, amount of monthly rent, amount of security deposit, expiration of term, current status of payments and amount of any advance rentals received (the "Lease ScheduleRent Roll") annexed hereto as Exhibit "F"). Sellers represent Seller may, at Seller's option and warrant thatelection, except as disclosed to Buyer prior to the end of the Review Period, to the Sellers' actual knowledge, (i) the Leases set forth on such Lease Schedule constitute all of the agreements (other than any subleases and the Contracts) which relate to, affect the occupancy of, or create and/or affect the rights to the occupancy of, the Property or any portion thereof, and all amendments, renewals, extensions and modifications thereof, (ii) except as set forth in the Leases (and any subleases and Contracts), no person or firm has any right to occupy any portion of the Property, (iii) all of the Leases are in full force and effect and other than as set forth on the Lease Schedule, none of them have been modified, amended or extended and no renewal or expansion options have been granted to tenants except as specifically set forth in the Leases, (iv) except for MCI, MCI International and New York Telephone, no tenant has an option to purchase the Property or any part thereof, (v) except as set forth therein, the rents set forth on the Lease Schedule are being collected on a current basis and there are no arrearages in excess of one month, (vi) except as set forth in the Leases, no tenant is entitled to rental concessions or abatements for any period subsequent to the Closing Date, (vii) Sellers have not sent written notice to any tenant of the Property claiming that such tenant is in default, which default remains uncured, other than the unpaid Rent sums set forth on the Lease Schedule, (viii) no action or proceeding instituted against Sellers by any tenant of the Property is currently pending in any court, except enter into additional leases with respect to claims involving personal injury or property damage which are covered by insurance the Property and described on Exhibit may permit additional subleases with respect to the Property (such additional leases and additional subleases being referred to in this Agreement collectively as the "GAdditional Leases", (ix) there are no security deposits or prepaid rent in the nature of a security deposit other than those set forth in the Lease Schedule or the Leases, (x) no rent has been paid more than thirty (30) days in advance under any of the Leases, (xi) all tenant improvement work required to be completed or paid for by Sellers has been or prior to the Closing Date will be completed or paid for, as the case may be, and (xiihereinafter defined) except as set forth in the Leases and on Exhibits F (Lease Schedules) and H (Contracts), there are no unpaid leasing commissions or under this Agreement. Purchaser's approval is not required for any liability therefor arising from options to expand or renew contained in any of the Leases. B. Except as is otherwise provided herein, Sellers agree that Sellers will not make any modifications of the Additional Leases which affect are entered into by Seller during the period subsequent to the Closing without the prior written consent of Buyer, which consent Buyer agrees not to unreasonably withhold or delay. Buyer acknowledges that H▇▇▇▇▇▇ previously assigned its Lease to American Progressive Life and Health Insurance Company of N.Y. by Assignment and Assumption of Lease Agreement, dated September 29, 1997. By Consent to Assignment, dated October 8, 1997, REP II consented to such assignment. Buyer agrees that REP II shall have the right to release H▇▇▇▇▇▇ from its obligations under its Lease and the aforesaid Assignment and Consent and REP II may receive any amounts payable in connection therewith. C. The right and privilege is reserved to Sellers to institute termination and eviction proceedings against any tenant prior to the Closing based upon such tenant's failure to observe or perform any of its obligations pursuant to its Lease, but notice thereof shall be given to the attorneys for Buyer. Sellers do not guarantee or undertake that any tenant of the Property will be in occupancy on the Closing or that any of the Leases will be in force or effect on the Closing. Buyer agrees that the vacating of any portion of the Property by any tenant, or the removal of any tenant by eviction proceedings, or the termination of any of the tenants' occupancies, by reason of defaults arising under the Lease or otherwise, prior to the Closing, shall not give rise to any claim on the part of Buyer or affect the obligations of Buyer hereunder in any manner whatsoever. D. If any of the rentable space in the Property is currently vacant or becomes vacant time between the date Effective Date of this Agreement and the date which is seven (7) calendar days prior to the expiration of the Inspection Period (the "Seller Leasing Period"), but copies of all of the Additional Leases entered into during the Seller Leasing Period must be delivered to Purchaser on or before the final day of the Seller Leasing Period. After the expiration of the Seller Leasing Period, Seller will not enter into any Additional Leases unless such Additional Leases are approved in advance in writing by Purchaser, but: (a) Purchaser will not unreasonably withhold its approval of any proposed Additional Leases; and (b) Purchaser's approval right will terminate and be of no further force or affect upon the termination of this Agreement. The Existing Leases and the Additional Leases are referred to in this Agreement collectively as the "Leases". At the Closing, Seller will assign to Purchaser all of Seller's right, title and interest in and to the same shall not be relet, nor shall any extension or renewal Leases and Purchaser will assume all of any lease be made, nor shall any modification of Seller's obligations under the terms of any lease or rental agreement be made (other than the Weston Insurance Brokerage, Inc. Amendment of Lease) and H▇▇▇▇▇▇ release, except with the prior written consent of Buyer, which shall not be unreasonably withheld or delayedLeases.

The Leases. A. (i) Schedule 1.3 contains a complete and accurate list, and Seller has furnished to Buyer acknowledges accurate and complete copies, of all of the Real Property Leases and Personal Property Leases related to the Purchased Restaurants, as amended to date, together with a brief description of (A) each of the real properties that Buyer has examined are leased by Seller under the Real Property Leases set forth on the lease schedule (the "Lease ScheduleLeased Properties"), including the respective addresses and the names and addresses of the landlords thereof, (B) annexed hereto as Exhibit "F". Sellers represent any improvements made by Seller to any of the Leased Properties that will not revert to any of the landlords upon termination of the Real Property Leases and warrant that(C) the costs or expenses, except as disclosed if any, necessary for the assignment by Seller to Buyer prior to the end of the Review PeriodLeases. Seller has delivered to Buyer accurate and complete copies of all environmental studies and reports with respect to any of the Leased Properties that are in the possession of or are readily available to Seller. The zoning of each of the Leased Properties permits the presently existing improvements thereon and continuation of the business presently conducted thereon and no changes therein are pending or are threatened. No condemnation or similar proceedings are pending or, to the Sellers' actual knowledgebest knowledge of Seller, threatened against any of the Leased Properties. Seller does not own any fee interest in any real property relating to or used for the Purchased Restaurants. (iii) Seller is not in default, and no facts or circumstances have occurred which, with the passage of time or the giving of notice, or both, would constitute a default, under any of the Leases set forth on such Lease Schedule constitute all and the assignment by Seller to Buyer of the agreements Leases included in the list of Assigned Contracts on Schedule 1.4 will not adversely affect Buyer's quiet enjoyment and use, without disturbance, of the Leased Properties or of the personal properties or assets that are the subject of the Personal Property Leases (the "Leased Personal Property"). None of the Leases contains any provisions which, after the date hereof, would (A) hinder or prevent Buyer from continuing to use any of the Leased Properties or Leased Personal Property in the manner in which they are currently used, or (B) impose any additional costs (other than any subleases and the Contracts) which relate to, affect the occupancy of, scheduled rental increases or create and/or affect the rights to the occupancy of, the Property or any portion thereof, and all amendments, renewals, extensions and modifications thereof, (ii) except as set forth on Schedule 1.3 hereto) or burdensome requirements as a condition to their continued use which are not currently in the Leases (and any subleases and Contracts), no person or firm has any right to occupy any portion of the Property, (iii) all of the Leases are in full force and effect and other than effect. Except as otherwise set forth on the Lease Schedulein Schedule 1.3 hereto, none of them have been modified, amended or extended and no renewal or expansion options have been granted to tenants except as specifically set forth in the Leases, (iv) except for MCI, MCI International and New York Telephone, no tenant has an option to purchase the Property or any part thereof, (v) except as set forth therein, the rents set forth on the Lease Schedule Purchased Assets are being collected on a current basis and there are no arrearages in excess of one month, (vi) except as set forth in the Leases, no tenant is entitled to rental concessions or abatements for any period subsequent to the Closing Date, (vii) Sellers have not sent written notice to any tenant of the Property claiming that such tenant is in default, which default remains uncured, other than the unpaid Rent sums set forth on the Lease Schedule, (viii) no action or proceeding instituted against Sellers by any tenant of the Property is currently pending in any court, except with respect to claims involving personal injury or property damage which are covered by insurance and described on Exhibit "G", (ix) there are no security deposits or prepaid rent in the nature of a security deposit other than those set forth in the Lease Schedule or the Leases, (x) no rent has been paid more than thirty (30) days in advance under any of the Leases, (xi) all tenant improvement work required to be completed or paid for by Sellers has been or prior to the Closing Date will be completed or paid for, as the case may be, and (xii) except as set forth in the Leases and on Exhibits F (Lease Schedules) and H (Contracts), there are no unpaid leasing commissions or any liability therefor arising from options to expand or renew contained in any of the Leases. B. Except as is otherwise provided herein, Sellers agree that Sellers will not make any modifications of the Leases which affect the period subsequent to the Closing without the prior written consent of Buyer, which consent Buyer agrees not to unreasonably withhold or delay. Buyer acknowledges that H▇▇▇▇▇▇ previously assigned its Lease to American Progressive Life and Health Insurance Company of N.Y. by Assignment and Assumption of Lease Agreement, dated September 29, 1997. By Consent to Assignment, dated October 8, 1997, REP II consented to such assignment. Buyer agrees that REP II shall have the right to release H▇▇▇▇▇▇ from its obligations under its Lease and the aforesaid Assignment and Consent and REP II may receive any amounts payable in connection therewith. C. The right and privilege is reserved to Sellers to institute termination and eviction proceedings against any tenant prior to the Closing based upon such tenant's failure to observe or perform any of its obligations pursuant to its Lease, but notice thereof shall be given to the attorneys for Buyer. Sellers do not guarantee or undertake that any tenant of the Property will be in occupancy on the Closing or that any of the Leases will be in force or effect on the Closing. Buyer agrees that the vacating of any portion of the Property by any tenantheld under, or the removal of any tenant used by eviction proceedingsSeller pursuant to, or the termination of any of the tenants' occupancies, by reason of defaults arising under the Lease or otherwise, prior to the Closing, shall not give rise to any claim on the part of Buyer or affect the obligations of Buyer hereunder in any manner whatsoever. D. If any of the rentable space in the Property is currently vacant or becomes vacant between the date of this Agreement and the Closing, the same shall not be relet, nor shall any extension or renewal of any lease be made, nor shall any modification of the terms of any lease or rental agreement be made (other than the Weston Insurance Brokerage, Inc. Amendment of Lease) and H▇▇▇▇▇▇ release, except with the prior written consent of Buyer, which shall not be unreasonably withheld or delayedconditional sales contract.

The Leases. A. Buyer acknowledges that Buyer (A) Seller has examined delivered to Purchaser true, correct and complete copies of the Leases; (B) The Leases are in full force and effect, have not been further amended, modified or supplemented, and constitute the entire agreements between the Seller and the Tenants concerning the Real Property; (C) There are no defaults by the Seller or Tenants under the Leases set forth on or, to the lease schedule (best of Seller’s knowledge, any condition or event that, with the "passage of time or giving of notice, or both, would constitute such a default. No Tenant is entitled to any reduction in or refund of, and has a counterclaim or offset against, and is not otherwise disputing, any rents or other charges paid, payable or to become payable by the Tenant under any Lease Schedule") annexed hereto as Exhibit "F"or any of the Tenant’s other obligations under any Lease. Sellers represent and warrant thatThere are no options or rights to renew, extend or terminate the Leases, except as disclosed expressly set forth in the Leases. No Tenant has indicated to Buyer Seller its intent to terminate or attempt to renegotiate its Lease prior to the end expiration of the Review Periodterm of such Lease. To the knowledge of the Seller, no Tenant has entered into any assignment or sublease with respect to the Sellers' actual knowledgeLeases; (D) Except as disclosed on Exhibit C, Tenants have not provided any security deposit in connection with the Leases; (iE) the Leases set forth on such Lease Schedule constitute all of the agreements (other than any subleases and the Contracts) which relate toThere arc no free rent, affect the occupancy ofoperating expense abatements, incomplete Landlord provided tenant improvements, see Exhibit C, rebates, allowances, or create and/or affect other unexpired concessions or landlord obligations under the rights to Leases; (F) Other than the occupancy ofLeases, the Property Seller has not entered into any leases or other occupancy agreements affecting all or any portion thereofof the Real Property, and there are no tenants or other occupants of all amendmentsor any part of the Real Property other than the Tenants under the Leases; (G) At the Closing, renewalsthe landlord’s interest in the Leases will be assigned to Purchaser; (H) To the knowledge of the Seller, extensions the Tenants are not the subject of any bankruptcy, reorganization, insolvency or similar proceedings; (a) The commencement date of the Palatka, Florida Lease was as set forth in the Lease; the rent commencement date of the Palatka, Florida Lease was as set forth in the Lease; and modifications thereofthe expiration date of the initial term of the Palatka, Florida Lease is as set forth in the Lease; (iib) There are no options remaining unexercised on the part of the Tenant to renew the Palatka, Florida Lease except as set forth in the Leases Lease; and (c) Monthly basic rent is payable as and any subleases and Contracts), no person or firm has any right to occupy any portion of the Property, (iii) all of the Leases are in full force and effect and other than as set forth on the Lease Schedule, none of them have been modified, amended or extended and no renewal or expansion options have been granted to tenants except as specifically when set forth in the LeasesPalatka, Florida Lease; (iva) except for MCIThe commencement date of the Pikeville, MCI International and New York Telephone, no tenant has an option to purchase the Property or any part thereof, (v) except Kentucky Lease was as set forth thereinin the Lease; the rent commencement date of the Pikeville, the rents Kentucky Lease was as set forth in the Lease and the expiration date of the initial term of the Pikeville, Kentucky Lease is as set forth in the Lease; (b) There are no options remaining unexercised on the part of the Tenant to renew the Pikeville, Kentucky Lease Schedule are being collected on a current basis and there are no arrearages in excess of one month, (vi) except as set forth in the Leases, no tenant Lease; and (c) Monthly basic rent is entitled to rental concessions or abatements for any period subsequent to the Closing Date, (vii) Sellers have not sent written notice to any tenant of the Property claiming that such tenant is in default, which default remains uncured, other than the unpaid Rent sums set forth on the Lease Schedule, (viii) no action or proceeding instituted against Sellers by any tenant of the Property is currently pending in any court, except with respect to claims involving personal injury or property damage which are covered by insurance payable as and described on Exhibit "G", (ix) there are no security deposits or prepaid rent in the nature of a security deposit other than those when set forth in the Lease Schedule or the LeasesPikeville, Kentucky Lease; (xa) no rent has been paid more than thirty (30) days in advance under any The commencement date of the LeasesAda, Oklahoma Lease as set forth in the Lease; the rent commencement date of the Ada, Oklahoma Lease was as set forth in the Lease; and the expiration date of the initial term of the Ada, Oklahoma Lease is as set forth in the Lease; (xib) all tenant improvement work required There are no options remaining unexercised on the part of the Tenant to be completed or paid for by Sellers has been or prior to renew the Closing Date will be completed or paid forAda, as the case may be, and (xii) Oklahoma Lease except as set forth in the Leases Lease; and on Exhibits F (c) Monthly basic rent is payable as and when set forth in the Ada, Oklahoma Lease; (a) The commencement date of the Manhattan, Kansas Lease Scheduleswas as set forth in the Lease; the rent commencement date of the Manhattan, Kansas Lease was as set forth in the Lease; and the expiration (late of the initial term of the Manhattan, Kansas Lease is as set forth in the Lease; (b) and H (Contracts), there There are no unpaid leasing commissions or any liability therefor arising from options to expand or renew contained in any of the Leases. B. Except as is otherwise provided herein, Sellers agree that Sellers will not make any modifications of the Leases which affect the period subsequent to the Closing without the prior written consent of Buyer, which consent Buyer agrees not to unreasonably withhold or delay. Buyer acknowledges that H▇▇▇▇▇▇ previously assigned its Lease to American Progressive Life and Health Insurance Company of N.Y. by Assignment and Assumption of Lease Agreement, dated September 29, 1997. By Consent to Assignment, dated October 8, 1997, REP II consented to such assignment. Buyer agrees that REP II shall have the right to release H▇▇▇▇▇▇ from its obligations under its Lease and the aforesaid Assignment and Consent and REP II may receive any amounts payable in connection therewith. C. The right and privilege is reserved to Sellers to institute termination and eviction proceedings against any tenant prior to the Closing based upon such tenant's failure to observe or perform any of its obligations pursuant to its Lease, but notice thereof shall be given to the attorneys for Buyer. Sellers do not guarantee or undertake that any tenant of the Property will be in occupancy on the Closing or that any of the Leases will be in force or effect on the Closing. Buyer agrees that the vacating of any portion of the Property by any tenant, or the removal of any tenant by eviction proceedings, or the termination of any of the tenants' occupancies, by reason of defaults arising under the Lease or otherwise, prior to the Closing, shall not give rise to any claim remaining unexercised on the part of Buyer or affect the obligations Tenant to renew the Manhattan, Kansas Lease except as set forth in the Lease; and (c) Monthly basic rent is payable as and when set forth in the Manhattan, Kansas Lease; (a) Each Tenant has unconditionally taken possession (as set forth in the Leases) of Buyer hereunder in any manner whatsoever. D. If any and is occupying all of its respective Premises (to the rentable space in extent that the Property is currently vacant or becomes vacant between to be delivered to the date of this Agreement Tenant pursuant to the applicable Lease); (b) Except as set forth on Schedule 7.3(b)(i)(M), Landlord has completed all work to be performed by Landlord under the Leases in a good and the Closingworkmanlike manner and in accordance with each Lease; (c) Except as set forth on Schedule 7.3(b)(i)(M), the same shall Landlord has not be relet, nor shall received any extension or renewal notice from any Tenant of any lease be madedefects in the Real Property or any related improvements; (d) Except as set forth on Schedule 7.3(b)(i)(M), nor shall no Tenant has delivered any modification of notice alleging any defect or deficiency in the terms of work relating to its respective Real Property or any lease or rental agreement be related improvements or; and (e) Except as set forth on Schedule 7.3(b)(i)(M), Landlord has satisfied any and all commitments made (other than the Weston Insurance Brokerage, Inc. Amendment of to induce each Tenant to enter in to its respective Lease) and H▇▇▇▇▇▇ release, except with the prior written consent of Buyer, which shall not be unreasonably withheld or delayed.;

The Leases. A. Buyer acknowledges that Buyer (a) The Lease Schedule on Exhibit B-1 is a true, correct and complete list of all Leases in effect at the Property and all amendments and modifications thereto, and except as set forth in said Lease Schedule, there are no leases, occupancy agreements or other related agreements affecting the Property. Seller has examined delivered true, correct and complete copies of all Leases listed on Exhibit B-1 to Purchaser. Seller is the lessor or landlord or the successor lessor or landlord under all of the Leases. The schedule of security deposits attached as Exhibit B-2 is a true, correct and complete list of all security deposits under the Leases. (b) Except as set forth on Schedule 5.3(b), to Seller’s knowledge, neither Seller nor any tenant is in material default under the Leases set forth on the lease schedule (the "Lease Schedule") annexed hereto . Except as Exhibit "F". Sellers represent and warrant thatset forth on Schedule 5.3(b), except as disclosed to Buyer Seller has not received any written notice from a tenant that Seller is in material default under said tenant’s Lease, which default has not been cured prior to the end Effective Date, nor has Seller sent a written notice of the Review Period, default to any tenant prior to the Sellers' actual knowledgeEffective Date. (c) There are no lease brokerage agreements, leasing commission agreements, or other agreements providing for payments of any amounts for leasing activities or procuring tenants with respect to the Property to which Seller is a party other than as disclosed on Exhibit S. Except as set forth in Schedule 5.3(c) or as may be due under the agreements listed on Exhibit S after Closing, there are no brokerage commissions or other such payments due from and after the Closing in connection with any Lease. Seller will terminate its Leasing Agreement (the “Buck Leasing Agreement”) with Buck Management Group, LLC (“Buck”) at Closing, however, Purchaser shall pay any commissions which are payable under the Buck Leasing Agreement (notwithstanding the termination thereof), with respect to any lease signed by Purchaser within one hundred twenty (120) days after Closing with any party identified on a list (a “Prospect List”) delivered by Buck. The Prospect List for the Buck Leasing Agreement shall include only those parties (i) the Leases set forth on such Lease Schedule constitute all of the agreements (other than any subleases and the Contracts) which relate to, affect the occupancy of, or create from whom Buck has received a written request for a lease proposal prior to its termination and/or affect the rights to the occupancy of, the Property or any portion thereof, and all amendments, renewals, extensions and modifications thereof, (ii) to whom Buck has submitted a written proposal prior to its termination and/or (iii) with whom Buck has been engaged in material discussions and/or negotiations regarding the leasing by such prospective tenant of space at the Property prior to its termination (including existing tenants with whom Buck is negotiating renewal options and/or expansion options). Furthermore, Purchaser shall pay any commissions which are payable under the Exclusive Lease Agency Agreement (the “Stone Agreement”) with Stone Real Estate Corp. (“Stone”), with respect to any lease for retail suite 0080 signed by Purchaser within ninety (90) days after Closing with any party identified on the Prospect List delivered by Stone. The Prospect List for the Stone Agreement shall include only those parties that have both toured the suite 0080 space and to whom Stone has submitted a proposal to lease and portion of such space or from whom Stone has received a proposal or signed letter of intent, in each instance within the sixty (60) day period immediately preceding the termination of the Stone Agreement. Seller shall deliver to Purchaser at Closing a true and correct copy of each Prospect List if received as of such date; provided, however, Purchaser acknowledges that Buck and Stone may have the right, pursuant to the terms of their respective leasing or commission agreements, to deliver their Prospect Lists to Seller on a date after the date of Closing, and in the event that Seller does not receive any Prospect List until after Closing for such reason, Seller shall deliver such Prospect List to Purchaser promptly upon receipt, and Purchaser agrees that it shall be responsible for any commissions which may become due and payable with respect to any party on such Prospect List as set forth above. (d) There are no outstanding tenant improvement allowances, construction obligations or other leasing costs as of the date hereof that shall be due and payable before or after the Closing with respect to any of the Leases on Exhibit B, except as set forth in the Leases (Schedule 5.3(d) hereof and except for any subleases and Contracts), no person refurbishment or firm has any right to occupy any portion of the Property, (iii) all of the Leases are in full force and effect and other than as set forth on the Lease Schedule, none of them have been modified, amended or extended and no renewal or expansion options have been granted to tenants except as specifically improvement allowances set forth in the Leases, (iv) except for MCI, MCI International and New York Telephone, no tenant has an option to purchase the Property or any part thereof, (v) except as set forth therein, the rents set forth on the Lease Schedule are being collected on a current basis and there are no arrearages in excess of one month, (vi) except as set forth in the Leases, no tenant is entitled to rental concessions or abatements for any period subsequent to the Closing Date, (vii) Sellers have not sent written notice to any tenant of the Property claiming such Leases that such tenant is in default, which default remains uncured, other than the unpaid Rent sums set forth on the Lease Schedule, (viii) no action or proceeding instituted against Sellers by any tenant of the Property is currently pending in any court, except with respect to claims involving personal injury or property damage which are covered by insurance and described on Exhibit "G", (ix) there are no security deposits or prepaid rent in the nature of a security deposit other than those set forth in the Lease Schedule or the Leases, (x) no rent has been paid more than thirty (30) days in advance under any of the Leases, (xi) all tenant improvement work required to be completed or paid for by Sellers has been or prior to the Closing Date will be completed or paid for, as the case may be, and (xii) except as set forth in the Leases and on Exhibits F (Lease Schedules) and H (Contracts), there are no unpaid leasing commissions or any liability therefor arising from options to expand or renew contained in any of the Leasesbecome due after Closing. B. Except as is otherwise provided herein, Sellers agree that Sellers will not make any modifications of the Leases which affect the period subsequent to the Closing without the prior written consent of Buyer, which consent Buyer agrees not to unreasonably withhold or delay. Buyer acknowledges that H▇▇▇▇▇▇ previously assigned its Lease to American Progressive Life and Health Insurance Company of N.Y. by Assignment and Assumption of Lease Agreement, dated September 29, 1997. By Consent to Assignment, dated October 8, 1997, REP II consented to such assignment. Buyer agrees that REP II shall have the right to release H▇▇▇▇▇▇ from its obligations under its Lease and the aforesaid Assignment and Consent and REP II may receive any amounts payable in connection therewith. C. The right and privilege is reserved to Sellers to institute termination and eviction proceedings against any tenant prior to the Closing based upon such tenant's failure to observe or perform any of its obligations pursuant to its Lease, but notice thereof shall be given to the attorneys for Buyer. Sellers do not guarantee or undertake that any tenant of the Property will be in occupancy on the Closing or that any of the Leases will be in force or effect on the Closing. Buyer agrees that the vacating of any portion of the Property by any tenant, or the removal of any tenant by eviction proceedings, or the termination of any of the tenants' occupancies, by reason of defaults arising under the Lease or otherwise, prior to the Closing, shall not give rise to any claim on the part of Buyer or affect the obligations of Buyer hereunder in any manner whatsoever. D. If any of the rentable space in the Property is currently vacant or becomes vacant between the date of this Agreement and the Closing, the same shall not be relet, nor shall any extension or renewal of any lease be made, nor shall any modification of the terms of any lease or rental agreement be made (other than the Weston Insurance Brokerage, Inc. Amendment of Lease) and H▇▇▇▇▇▇ release, except with the prior written consent of Buyer, which shall not be unreasonably withheld or delayed.

The Leases. A. Buyer acknowledges that Buyer has examined the Exhibit A-1 sets forth a true, complete and accurate list of all Leases set forth on the lease schedule (the "Lease Schedule") annexed hereto as Exhibit "F". Sellers represent and warrant that, except as disclosed to Buyer prior to the end of the Review Period, to the Sellers' actual knowledge, (i) the Leases set forth on such Lease Schedule constitute all of the agreements (other than any subleases and the Contracts) which relate to, affect the occupancy of, or create and/or affect the rights to the occupancy of, the Property or any portion thereof, and including all amendments, extensions, renewals, extensions ground or master lessor consents, existing non-disturbance and modifications thereof, (ii) except as set forth in the Leases (and any subleases and Contractsattornment agreements with respect thereto), no person and Exhibit A-2 sets forth a true, complete and accurate list of all Subleases (including all amendments, extensions, renewals, ground or firm has any right master lessor consents, existing non-disturbance and attornment agreements and guaranties with respect thereto). Subject to occupy any portion of the Property, (iii) all terms of the Leases are in full force and effect the Subleases, Seller has, and other than as set forth on the Lease Schedule, none of them have been modified, amended or extended and no renewal or expansion options have been granted to tenants except as specifically set forth in the Leases, (iv) except for MCI, MCI International and New York Telephone, no tenant has an option to purchase the Property or any part thereof, (v) except as set forth therein, the rents set forth on the Lease Schedule are being collected on a current basis and there are no arrearages in excess of one month, (vi) except as set forth in the Leases, no tenant is entitled to rental concessions or abatements for any period subsequent to the Closing Date, (vii) Sellers have not sent written notice to any tenant of the Property claiming that such tenant is in default, which default remains uncured, other than the unpaid Rent sums set forth on the Lease Schedule, (viii) no action or proceeding instituted against Sellers by any tenant of the Property is currently pending in any court, except with respect to claims involving personal injury or property damage which are covered by insurance and described on Exhibit "G", (ix) there are no security deposits or prepaid rent in the nature of a security deposit other than those set forth in the Lease Schedule or the Leases, (x) no rent has been paid more than thirty (30) days in advance under any of the Leases, (xi) all tenant improvement work required to be completed or paid for by Sellers has been or prior to the Closing Date will be completed or paid forhave, as the case may be, and (xii) except as set forth valid leasehold interests in the Leases and on Exhibits F the Subleases free and clear of any Liens other than (Lease Schedulesa) Permitted Liens, (b) so-called “non-monetary” Liens, including, without limitation, any ground or underlying leases, easements, parking agreements, reciprocal easement agreements, conditions, covenants and H (Contracts)restrictions, there are no unpaid leasing commissions restrictive covenants, development or similar agreements, zoning limitations and other restrictions imposed by any Governmental Authority, or any liability therefor arising from options to expand or renew contained in any other matter which a survey of the Leases. B. Except as is otherwise provided hereinLeased Premises or a review of the public records regarding the Leased Property would show, Sellers agree that Sellers will not make whether created by or in the name of Seller or any modifications other party, or (c) any other Liens, whether “monetary” or “non-monetary” Liens, created by or in the name of any Person other than Seller or any Affiliate of Seller, including, without limitation, by any fee owner or ground lessor under the Leases or any subtenant under the Subleases. True, complete and accurate copies of the Leases which affect and the period subsequent Subleases, as well as any and all existing guaranties of Seller or its Affiliates with respect thereto, have been delivered or otherwise made available to the Closing without the prior written consent of Buyer, which consent Buyer agrees not to unreasonably withhold or delay. Buyer acknowledges that Hthrough Seller’s data site operated by ▇▇▇▇▇▇▇ previously assigned its Corporation (the “Data Site”), and such Leases and Subleases set forth the entire agreement and understanding between the parties thereto with respect to the leasing or subleasing, as applicable, and occupancy of the Leased Premises. Each such Lease and Sublease is in full force and effect against the applicable Seller and is valid and binding against the applicable Seller and, to American Progressive Life Seller’s Knowledge, the applicable landlord or subtenant thereunder. Except as set forth on Schedule 3.1.5, neither Seller nor, to Seller’s Knowledge, any landlord under the Leases or any subtenant under the Subleases is in default under the Leases or the Subleases, as applicable, nor has any event occurred or failed to occur or any action been taken or not taken which, with the giving of notice, the passage of time or both would mature into or otherwise become a default under the Subleases or the Leases by Seller or, to Seller’s Knowledge, the applicable landlord or subtenant thereunder. Except as set forth on Schedule 3.1.5, no landlord under any Lease or subtenant under any Sublease is an “Affiliate” (as such term is defined in Article 12) of either Seller. Except for the Subleases and Health Insurance Company of N.Y. by Assignment and Assumption of Lease Agreementexcept as set forth on Schedule 3.1.5, dated September 29Seller has not subleased, 1997. By Consent to Assignment, dated October 8, 1997, REP II consented to licensed or otherwise granted any “Person” (as such assignment. Buyer agrees that REP II shall have term is defined in Article 12) the right to release H▇▇▇▇▇▇ from its obligations under its Lease use or occupy the Leased Premises or any portion thereof and the aforesaid Assignment and Consent and REP II may receive any amounts payable Seller is in connection therewith. C. The right and privilege is reserved to Sellers to institute termination and eviction proceedings against any tenant prior to the Closing based upon such tenant's failure to observe or perform any of its obligations pursuant to its Lease, but notice thereof shall be given to the attorneys for Buyer. Sellers do not guarantee or undertake that any tenant exclusive possession of the Property will be in occupancy on the Closing Leased Premises. To Seller’s Knowledge, there is no pending or that any of the Leases will be in force or effect on the Closing. Buyer agrees that the vacating threatened condemnation of any portion part of the Property any Leased Premises by any tenant, or the removal of any tenant by eviction proceedings, or the termination of any of the tenants' occupancies, by reason of defaults arising under the Lease or otherwise, prior to the Closing, shall not give rise to any claim on the part of Buyer or affect the obligations of Buyer hereunder “Governmental Authority” (as such term is defined in any manner whatsoeverArticle 12). D. If any of the rentable space in the Property is currently vacant or becomes vacant between the date of this Agreement and the Closing, the same shall not be relet, nor shall any extension or renewal of any lease be made, nor shall any modification of the terms of any lease or rental agreement be made (other than the Weston Insurance Brokerage, Inc. Amendment of Lease) and H▇▇▇▇▇▇ release, except with the prior written consent of Buyer, which shall not be unreasonably withheld or delayed.