Common use of Manager's Representations Clause in Contracts

Manager's Representations. Manager warrants and represents to Landlord, as of the date hereof, that the following are true and correct: 2.1. Manager has agreed to act as manager of the Property pursuant to the _____________________________________ dated _________, 20___ between Tenant and Manager (such agreement, as it may be amended, renewed, supplemented, extended or replaced, the “Management Agreement”). Manager has delivered a true, correct and complete copy of the Management Agreement to Landlord. 2.2. The entire agreement between Manager and Tenant for the management of the Property is evidenced by the Management Agreement. 2.3. The Management Agreement constitutes the valid and binding agreement of Manager, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditor’s rights and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law), and Manager has full authority under all state and local laws and regulations to perform all of its obligations under the Management Agreement. 2.4. Tenant is not in default in the performance of any of its obligations under the Management Agreement and all payments and fees required to be paid by Tenant to Manager thereunder have been paid to the date hereof.

Manager's Representations. Manager warrants and represents to Landlord, as of the date hereof, Lender that the following are true true, complete and correct: 2.1. (i) Manager has agreed to act as property manager of the Property pursuant to the _____________________________________ dated _________, 20___ between Tenant and Manager (such agreement, as it may be amended, renewed, supplemented, extended or replaced, the “Management Agreement”). Manager has delivered a . (ii) A true, correct and complete copy of the Management Agreement to Landlordis attached as Exhibit B. (iii) The Management Agreement is in full force and effect and has not been amended, modified or supplemented. 2.2. (iv) The entire agreement between Manager and Tenant Borrower for the management of the Property is evidenced by the Management Agreement. 2.3. (v) The Management Agreement constitutes the legal, valid and binding agreement of Manager, enforceable against Manager in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium . (vi) Manager is qualified and similar laws of general applicability relating to or affecting creditor’s rights and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law), and Manager has full power and authority under all state and local laws and regulations to perform all of its obligations under the Management Agreement and this Agreement. 2.4. Tenant (vii) Neither Manager nor, to Manager's best knowledge, Borrower is not in default in the performance of any of its their respective obligations under the Management Agreement and all payments there is no condition which, with the giving of notice and/or the passing of time, would constitute a default under the Management Agreement. (viii) Except for sums not currently due and fees required to be paid by Tenant payable that have been incurred in the ordinary course of business of the operation of the Property, no amounts are due to Manager thereunder have been paid to under the Management Agreement on the date hereof. (ix) Manager has not assigned, pledged or otherwise transferred or subcontracted its rights and/or obligations under the Management Agreement. (x) Manager has all permits, licenses and other governmental authorizations necessary for it to perform its obligations under the Management Agreement. (xi) Manager has received and reviewed a copy of the Loan Agreement.

Manager's Representations. Manager warrants and represents to LandlordAgent and Lenders, as of the date hereof, that the following are true and correct: 2.1. (a) Manager has agreed to act as property manager of the Property pursuant to the _____________________________________ that certain Property Management Agreement dated _________as of December 18, 20___ 2013 between Tenant Owner and Manager (such agreementManager, as it may be the same was amended pursuant to that certain First Amendment to Property Management Agreement dated as of August 20, 2020 (as amended, renewed, supplemented, extended or replacedcollectively, the “SMRH:4837-4081-2234.5 –1– Accenture Tower – Consent and Subordination of Management Agreement "Management Agreement”"). Manager has delivered a true, correct and complete copy of the Management Agreement to Landlord. 2.2Agent, which copy is attached hereto as Exhibit "A". The entire agreement between Manager and Tenant Owner for the management of the Property is evidenced by the Management Agreement. 2.3. (b) The Management Agreement constitutes the valid and binding agreement of Manager, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditor’s rights and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law), and Manager has full authority under all state and local laws and regulations to perform all of its obligations under the Management Agreement. 2.4. Tenant (c) To Manager’s knowledge, Owner is not in default in the performance of any of its obligations under the Management Agreement and all payments and fees Management Fees (as defined below) required to be paid by Tenant Owner to Manager thereunder have been paid to the date hereof.

Manager's Representations. Manager warrants war- rants and represents to Landlordthe Agent, as of the date hereof, that the following are true and correct: 2.1. (a) That Manager has agreed to act as manager and leasing agent of the Property Properties, pursuant to a Management and Leasing Agreement, dated as of October 10, 1996 (the _____________________________________ "1290 Management Agreement"), between the 1290 Borrower and Manager and a Management and Leasing 0088151.06-01S7a Agreement, dated _________as of October 10, 20___ 1996 (the "237 Park Management Agreement"), between Tenant the 237 Park Borrower and Manager (such agreement, as it may be amended, renewed, supplemented, extended or replacedthe 1290 Management Agreement and 237 Park Management Agreement collectively, the “"Management Agreement”Agreements"). Manager has delivered a true, correct and complete copy of ; (b) That the Management Agreement to Landlord. 2.2. The entire agreement between Manager and Tenant the Borrowers for the management and leasing of the Property Properties is evidenced by the Management AgreementAgreements. 2.3. The (c) That the Management Agreement constitutes Agreements constitute the valid and binding agreement of Manager, enforceable in accordance with its terms, and Manager has full authority under all state or local laws and regulations, to perform all of its obligations under said Management Agreements, except such enforcement may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and moratorium, equity of redemption or other similar laws of general applicability now or hereafter in effect relating to or affecting creditor’s creditors' rights and to general principles the equitable discretion of equity a court in enforcing the rights and remedies of creditors generally (regardless of whether enforcement is sought in a proceeding in equity or at law), and Manager has full authority under all state and local laws and regulations to perform all of its obligations under the Management Agreement. 2.4. Tenant (d) To Manager's actual knowledge, that neither the Borrowers nor Manager is not in default in the performance of any of its obligations under the Management Agreement Agreements. (e) That Manager has received and all payments and fees required to be paid by Tenant to Manager thereunder have been paid to re- viewed a copy of the date hereofCredit Agreement.