ANY OF TRANSFERORS IS
A "FOREIGN PERSON" AS SUCH TERM IS DEFINED IN SECTION 1445 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), NOR WILL THE SALE TRANSACTION
HEREIN CONTEMPLATED BE SUBJECT TO THE WITHHOLDING REQUIREMENTS OF SECTION 1445
OF THE CODE;
(XIII)
WITH RESPECT TO THE LEASES:
(A)
NO MODIFICATIONS, NO RENEWAL, EXTENSION OR
TERMINATION OPTIONS HAVE BEEN GRANTED TO THE TENANTS UNDER THE LEASES OTHER THAN
AS SET FORTH IN THE LEASES;
(B)
AS OF THE DATE HEREOF, THE RENT AND
ADDITIONAL RENT SET FORTH IN THE LEASES IS BEING COLLECTED IN ACCORDANCE WITH
THE TERMS OF THE LEASES AND AS OF THE DATE HEREOF, THERE ARE NO ARREARAGES
EXCEPT AS SET FORTH ON EXHIBIT M AND EXCEPT FOR THE RELATED CLAIM (AS DEFINED
BELOW IN SECTION 12.1(DD)) AND AS OF THE DATE HEREOF NO RENT HAS BEEN PRE-PAID
FOR A PERIOD IN EXCESS OF ONE MONTH OF THE DATE THE SAME IS DUE AND PAYABLE
EXCEPT AS SET FORTH ON EXHIBIT N, AND THERE EXISTS NO UNPAID RENTAL CONCESSIONS
OR ABATEMENTS OF RENTAL OR TENANT IMPROVEMENT ALLOWANCES OR OBLIGATIONS TO
PERFORM LANDLORD'S WORK THAT HAS NOT BEEN COMPLETED ("TENANT IMPROVEMENT COSTS")
UNDER THE LEASES, OTHER THAN AS MAY BE REQUIRED UNDER THE LEASES IN THE FUTURE
IN CONNECTION WITH THE EXERCISE BY THE PERTINENT TENANT OF AN OPTION TO RENEW,
EXTEND OR EXPAND AFTER THE DATE HEREOF AND OTHER THAN UNDER THE DAVIES, WARD,
PHILIPS & VINEBERG LLP
21
LEASE (THE "DAVIES WARD TI"), WHICH DAVIES WARD TI IS IN THE AMOUNT OF $125,000
AND SHALL BE CREDITED TO ACQUIRER UPON CLOSING.
(C)
PARTNERSHIP HAS NOT, AS OF THE EFFECTIVE DATE
OF THIS AGREEMENT, SENT ANY WRITTEN NOTICE TO ANY OF THE TENANTS UNDER THE
LEASES CLAIMING THAT ANY TENANT IS IN DEFAULT, WHICH DEFAULT REMAINS UNCURED
EXCEPT AS MAY BE SET FORTH ON EXHIBIT O.
TO PARTNERSHIP'S ACTUAL KNOWLEDGE, (I)
NO TENANT IS IN DEFAULT OF ANY MATERIAL NON-MONETARY OBLIGATION UNDER ITS LEASE
AND (II) PARTNERSHIP IS NOT IN DEFAULT UNDER ANY LEASE;
(D)
THERE ARE NO SECURITY DEPOSITS OTHER THAN
THOSE, IF ANY, SET FORTH IN THE LEASES;
(E)
TO THE ACTUAL KNOWLEDGE OF PARTNERSHIP,
PARTNERSHIP HAS NOT RECEIVED ANY NOTICE FROM ANY ISSUING BANK THAT A LETTER OF
CREDIT BEING HELD AS SECURITY IS NOT BEING RENEWED;
(F)
PARTNERSHIP HAS NOT PLEDGED, ASSIGNED,
HYPOTHECATED OR OTHERWISE ENCUMBERED THE LEASES OR ANY INTEREST IN THE LEASES
EXCEPT FOR ANY SUCH MATTER AS SHALL BE RELEASED AT CLOSING OR EXCEPT IN
CONNECTION WITH THE MORTGAGE LOAN, NOTE, MORTGAGE AND OTHER LOAN DOCUMENTS;
(G)
AS OF THE DATE HEREOF, THE LEASES ARE IN FULL
FORCE AND EFFECT; AND
(H)
PROMPTLY FOLLOWING THE DATE HEREOF,
PARTNERSHIP SHALL AUTHORIZE AND INSTRUCT ITS ACCOUNTANTS TO GRANT ACCESS TO
ACQUIRER'S ACCOUNTANTS TO HISTORIC WORK PAPERS REQUIRED FOR AN AUDIT UNDER
SECTION 3.05 AND 3-14 OF REGULATION S-X UNDER THE SECURITIES EXCHANGE ACT OF
1934.
(XIV)
PARTNERSHIP HAS DELIVERED SHALL DELIVER TO
ACQUIRER AN ACCURATE AND COMPLETE RENT