America Online 2010 Annual Report Download - page 151

6.1.5 Condemnation Proceedings. To Seller's knowledge, there are no pending or threatened in writing, condemnation proceedings affecting all or any
part of the Property, except for the threatened condemnation proceeding described on Schedule 6.1.5.
6.1.6 List of Leases. Attached as Schedule 6.1.6 is a List of Leases, which List of Leases is true and correct as of the date of such List of Leases.
Except for the leases set forth in Schedule 6.1.6 (each such lease, a "Lease" and collectively, the "Leases"), there are no leases, license
agreements or other occupancy agreements (or any amendments or supplements thereto) now in effect with respect to, the Real Property. Except
as set forth in the Leases in effect on the Effective Date or as otherwise set forth in the Seller's Materials, (i) Seller has not granted any option or
right of first refusal or first opportunity or similar rights to any party to acquire any interest in any parts of the Property, and (ii) there are no
outstanding tenant improvement obligations, rent abatements, free rent, or other inducements payable by Seller under the Leases with respect to
the current term of the Lease. Seller has not given any notice (which remains outstanding) to any tenant under any of the Leases (each such
tenant, a "Tenant" and collectively, the "Tenants") that such Tenant is in default under its Lease and Seller has not received any notice (which
remains outstanding) that Seller is in default under any Lease. The Leases listed on Schedule 6.1.6 are in full force and effect and unmodified.
6.1.7 Service Contracts. There will be no current service, maintenance or other contracts related to the ownership and operation of the Property in
effect after the Closing Date (collectively, the "Service Contracts"); except for any service, maintenance or other contracts that the Tenants have
entered into and the TCG Agreement (as defined in Section 6.3.3).
6.1.8 Foreign Person. Seller is not a "foreign person" as defined in Internal Revenue Code Section 1445 and any related regulations.
6.1.9 Seller's Materials. To Seller's knowledge (a) all of Seller's Materials (other than third-party Seller's Materials) made available to Purchaser are, in
all material respects, complete and unaltered copies of such items in Seller's possession or control; and (b) all of the third-party Seller's Materials
are unaltered copies of such items in Seller's possession or control.
6.1.10 OFAC. To Seller's knowledge, Seller is in compliance with the requirements of Executive Order No. 13224, 66 Fed Reg. 49079 (September
25,2001) (the "Order") and other similar requirements contained in the rules and regulations of the Office of Foreign Asset Control, Department
of the Treasury ("OFAC") and in any enabling legislation or other Executive Orders in respect thereof (the Order and such other rules,
regulations, legislation, or orders are collectively called the "OFAC Laws").
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