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i (1) Any of Seller's partners possess the item such that a reasonable buyer would expect Seller to possess or have access to such item;or (2) Any of Seller's partners can obtain the item with commercially reasonable efforts provided that Buyer pays Seller's costs;or (3)The item is or has been used by Seller for operation of the Property;or (4) The item will be reasonably necessary for either of the parties under the Management Agreement. 10.2 Title to Land and Improvements. Seller warrants to Buyer that it owns the Land and Improvements, flee and clear of all encumbrances except the Permitted Title Exceptions and those that will be discharged on or before the Closing Date. 10.3 Title to Personal Property and Intangible Property. Seller warrants to Buyer that it owns the Personal Property and Intangible Property, free and clear of all encumbrances, except those that will be discharged on or before the Closing Date. 10.4 Leases. Seller warrants to BtW that. (1)Copies of the Leases which have been or will be delivered to Buyer and are listed on the Rent Roll are complete and accurate copies thereof, including all amendments and constitute all of the agreements between third parties and Seller affecting the occupation of the Property. (2) The Leases are in frill force and effect,and except as disclosed by Seller to Buyer in writing,Seller has not received any notice from any Tenant that Seller is in default under any of the Leases, and no Tenant has asserted or,to the best of Seller's knowledge has any defense, set-off, or counterclaim with respect to its tenancy or its obligation to pay Rent and Charges under its Lease except as specifically set forth on the Rent Roll. (3)Except as may be otherwise agreed to in accordance with Section 8, there are no, and from and after the Closing Date will be no rental,lease, or other commissions now or hereafter payable to any person or entity with respect to the Leases.(4) Seller has completed and paid for all construction and Tenant improvements required by the Leases and Seller has no further obligations with respect thereto.(5)There are no cash allowances or rent abatements owed by Seller for any Leases for the current term falling due prior to the Closing Date or falling due subsequent to the Closing Date that are not set forth in the Leases. 10.5 Rent Roll.SellerwauantstoBuyerthatthe Rent Roll attached hereto as Exhibit C is complete and accurate in all material respects and with the updated version of the Rent Roll which Seller will provide to Buyer at Closing will also be complete and accurate in all material respects. 10.6 Guaranties. Seller warrants to Buyer that the Guaranties made available to Buyer pursuant to Section 4.1 hereof are complete and accurate copies of all of the Guaranties, all of which are in Rill force and effect. 10.7 Contracts. A complete and accurate list of the Contracts is attached hereto as Exhibit G. Seller has made available to Buyer a correct and complete copy of the Contracts and their amendments.The Contracts are in full force and,to the best knowledge of Seller,neither Seller,nor any other party to the Contracts, is in default under the Contracts. Buyer shall advise Seller,prior to Contingency Date, as to which contracts it will assume. All other Contracts in effect regarding the Property are terminable on or before the Closing Date. Seller has not received any notice of default under any Contracts which remains uncured. 10.8 Permits and Licenses. A complete and accurate list of Permits and Licenses is attached hereto as Exhibit D. Seller has made available to Buyer a correct and complete copy of the Permits and Licenses, Page 17 of 38