EXCHANGED WITH LANDLORD A CERTAIN LEASE (THE
"LEASE"), DATED __ __, 200_, COVERING THE ___________ FLOOR SHOWN HATCHED ON THE
PLAN ANNEXED HERETO AS SCHEDULE A (THE "DEMISED PREMISES") IN THE BUILDING KNOWN
AS PLAZA II IN THE OFFICE COMPLEX KNOWN AS THE HARBORSIDE FINANCIAL CENTER
LOCATED IN JERSEY CITY, NEW JERSEY (THE "PROPERTY"), FOR A TERM TO COMMENCE (OR
WHICH COMMENCED) ON _________, 200_, AND TO EXPIRE ON _____________.
2.
THE LEASE IS IN FULL FORCE AND EFFECT AND HAS NOT BEEN MODIFIED,
CHANGED, ALTERED OR AMENDED IN ANY RESPECT.
3.
TENANT HAS ACCEPTED AND IS NOW IN POSSESSION OF THE DEMISED
PREMISES AND IS PAYING THE FULL RENTAL UNDER THE LEASE.
4.
THE BASIC ANNUAL RENT PAYABLE UNDER THIS LEASE IS $_________.
THE BASIC ANNUAL RENT AND ALL ADDITIONAL RENT AND OTHER CHARGES REQUIRED TO BE
PAID UNDER THE LEASE HAVE BEEN PAID FOR THE PERIOD UP TO AND INCLUDING
_________.
5.
NO RENT UNDER THE LEASE HAS BEEN PAID FOR MORE THAN THIRTY (30)
DAYS IN ADVANCE OF ITS DUE DATE.
6.
ALL WORK REQUIRED UNDER THE LEASE TO BE PERFORMED BY LANDLORD HAS
BEEN COMPLETED TO THE FULL SATISFACTION OF TENANT.
7.
THERE ARE NO DEFAULTS EXISTING UNDER THE LEASE ON THE PART OF
EITHER LANDLORD OR TENANT.
8.
THERE IS NO EXISTING BASIS FOR TENANT TO CANCEL OR TERMINATE THE
LEASE, EXCEPT AS EXPRESSLY PROVIDED IN THE LEASE.
9.
AS OF THE DATE HEREOF, THERE EXISTS NO VALID DEFENSE, OFFSETS,
CREDITS, DEDUCTIONS IN RENT OR CLAIMS AGAINST THE ENFORCEMENT OF ANY OF THE
AGREEMENTS, TERMS, COVENANTS OR CONDITIONS OF THE LEASE.
10.
THERE ARE NO ACTIONS, WHETHER VOLUNTARY OR OTHERWISE, PENDING
AGAINST THE TENANT UNDER THE BANKRUPTCY LAWS OF THE UNITED STATES OR ANY STATE
THEREOF.
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11.
THERE HAS BEEN NO MATERIAL ADVERSE CHANGE IN TENANT'S FINANCIAL
CONDITION BETWEEN THE DATE HEREOF AND THE DATE OF THE EXECUTION AND DELIVERY OF
THE LEASE.
12.
TENANT ACKNOWLEDGES THAT LANDLORD HAS INFORMED TENANT THAT AN
ASSIGNMENT OF LANDLORD'S INTEREST IN THE LEASE HAS BEEN OR WILL BE MADE TO THE
MORTGAGEE AND THAT NO MODIFICATION, REVISION, OR CANCELLATION OF THE LEASE OR
AMENDMENTS THERETO SHALL BE EFFECTIVE UNLESS A WRITTEN CONSENT THERETO OF THE
MORTGAGEE IS FIRST OBTAINED, AND THAT UNTIL FURTHER NOTICE PAYMENTS UNDER THE
LEASE MAY CONTINUE AS HERETOFORE.
13.
TENANT ACKNOWLEDGES THAT LANDLORD HAS INFORMED TENANT THAT
LANDLORD HAS ENTERED INTO A CONTRACT TO SELL THE PROPERTY TO PURCHASER AND THAT
NO MODIFICATION, REVISION OR CANCELLATION OF THE LEASE OR AMENDMENTS THERETO
SHALL BE EFFECTIVE UNLESS A WRITTEN CONSENT THERETO OF THE PURCHASER HAS BEEN
OBTAINED.
14.
THIS CERTIFICATION IS MADE TO INDUCE PURCHASER TO CONSUMMATE A
PURCHASE OF THE PROPERTY AND TO INDUCE MORTGAGEE TO MAKE AND MAINTAIN A MORTGAGE
LOAN SECURED BY THE PROPERTY, KNOWING THAT SAID PURCHASER AND MORTGAGEE RELY
UPON THE TRUTH OF THIS CERTIFICATION IN MAKING AND/OR MAINTAINING SUCH PURCHASE
OF MORTGAGE, AS APPLICABLE.
15.
EXCEPT AS MODIFIED HEREIN, ALL OTHER PROVISIONS OF THE LEASE ARE
HEREBY