List of Unencumbered Assets. A list of all the Unencumbered Assets as of the date of this Agreement is attached hereto as Schedule 4.21.

List of Unencumbered Assets. Xxxxxxxxxxx Center 00000 00xx Xxxxxx 00 X Xxxxxx One Xxxxxxx Road Key Center Tower Four Xxxxxxx Road 000 Xxxx 00xx Xxxxxx 0000 X&X Xxxx Nursery 333 & 000 Xxxxxxxx Xxxxx Xxxxxxxx Xxxxxxxx III 0000 Xxxxx Xxxxxxx Road Sterling Commerce (Texas) 0000 Xxxx Xxxx 0000 Xxxxxx Xxxx 5 Houston Center 000 Xxxxxx Xxxxx 000 Xxxx Xxxxxx, Xxxxxxxx 000 Xxxxx Xxxx 000 Xxxx Xxxxxx, Xxxxxxxx 000 Xxxxxxxxx Center 000 Xxxx Xxxxxx, Xxxxxxxx 000 Xxxxxxxxx Xxxxx 3 Glenlake 9 Technology Drive 0000 Xxxxxx Xxxx Xxx Xxxxxxx Xxxxx Xxxxxxxxx III 0000 Xxxxxxxxxx Xxxxxx 0000 Xxxxxxxxxx Xxxxxx 0000 Xxxxxxxxxx Xxxxxx International Financial Tower 0000 Xxxxxxxx Xxxxxxx Xxxxx 0000 Xxxxx Xxxxxxx Xxxxxx 0000 Xxxxx Xxxxxxx Xxxxxx 0000 Xxxxx Xxxxxxx Xxxxxx 0000 Xxxxx Xxxxxxx Xxxxxx 1501 Opus Place 1200 Xxxxxx Bannockburn Lake III 0000 Xxxxxxxxx Xxxxx 00 Xxxx Xxxxx 00000 Xxxxxxxxx Xxxxx 000 Xxxxx Xxxxxxxxx 00000 00xx Xxxxxx 0000 Xxxx Xxxxxxxx Xxxxxxxxx 0000 Xxxx Xxxxxxxx Xxxxxxxxx 0000-0000 Xxxx Xxxxxxxx Xxxxxxxxx 0000 Xxxxx Xxxx Xxxxxxxxx 0000 Xxxxx Park Boulevard 0000 Xxxxx Xxxx Xxxxxxxxx 00000 Xxxxxxxx Avenue 0000 Xxxxx Xxxx Xxxxxxxxx 2180 Lake Boulevard Sterling Commerce (Ohio) Sch. 6.1(y) - 1 SCHEDULE 6.1(ee)

List of Unencumbered Assets. University Circle (1900, 1950 and 0000 Xxxxxxxxxx Xxxxxx) 00 X Xxxxxx 000 Xxxx Xxxxxx, Xxxxxxxxx 000 and 104 000 Xxxx 000 Xxxxx and Garage Emerald Point The Corridors III Xxxxxxxxxxx Center (Owned directly by Xxxxx Operating Partnership II, L.P.) Governor’s Point (0000 Xxxxx Xxxxxxx Road and 0000 Xxxx Xxxxxxxxx) Xxxxxxx Xxxx Xxxxx (0000 Purdue Road) 0000 Xxxx Xxxxxxx Xxx Xxxxxxxxxx One (Owned directly by Xxxxx Operating Partnership II, L.P.) 333 & 777 Republic Drive One Glenlake (Owned directly by Xxxxx Operating Partnership II, L.P.) International Financial Tower CH2M Hill (9127, 9189, 9191 and 0000 Xxxxx Xxxxxxx Xxxxxx) 7031 Columbia Gateway Drive (Micros) SCHEDULE 6.1(ee) EMINENT DOMAIN PROCEEDINGS None EXHIBIT A FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT THIS ASSIGNMENT AND ACCEPTANCE AGREEMENT dated as of , 200 (the “Agreement”) by and among (the “Assignor”), (the “Assignee”), and WACHOVIA BANK, NATIONAL ASSOCIATION, as Agent (the “Agent”).

List of Unencumbered Assets. 00000 Xxxx Xxxxxxxx Xxxxxx 0000 Xxxxxx Xxxxx 00000 Xxxxxxxxx Xxxxx 00000 00xx Xxxxxx Xxxx 000 Xxxx Xxxxxx 103 & 104 333 & 000 Xxxxxxxx Xxxxx 0000 Xxxxx Xxxxxxx Road 7031 Columbia Gateway Drive 0000 Xxxx Xxxxxxxxx 9 Technology Drive Axciom Xxxxxxx Point College Park Plaza Edgewater Corporate Boulevard International Financial Tower Key Center Tower Lakepointe 3 Lakepointe 5 Lenox Park Buildings Lindbergh Center MacArthur Ridge One Glenlake South Jamaica Street Buildings Sterling Commerce (Texas) Sterling Commerce (Ohio) The Corridors III Xxxxxxxxxx Xxxxxx 0 Xxxxxxx Cranberry Xxxxx SCHEDULE 6.1(ee) EMINENT DOMAIN PROCEEDINGS None EXHIBIT A FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT THIS ASSIGNMENT AND Acceptance AGREEMENT dated as of _____ ____, 201_ (the “Agreement”) by and among _________________________ (the “Assignor”), _________________________ (the “Assignee”), and JPMORGAN CHASE BANK, N.A., as ADMINISTRATIVE Agent (the “Agent”).

List of Unencumbered Assets. A true, correct and complete list of all the Unencumbered Assets is attached hereto as Schedule 4.21.

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Unencumbered Assets As of the Agreement Date, Schedule 6.1(y) is a correct and complete list of all Unencumbered Assets. Each of the Unencumbered Assets included by the Borrower in calculations of the Unencumbered Asset Value satisfies all of the requirements contained in this Agreement for the same to be included therein.
Maintenance of Total Unencumbered Assets The Company and its Subsidiaries will maintain at all times Total Unencumbered Assets of not less than 200% of the aggregate outstanding principal amount of the Unsecured Debt of the Company and its Subsidiaries on a consolidated basis.
Unencumbered Properties Each Property included in any calculation of Unencumbered Asset Value or Unencumbered NOI satisfied, at the time of such calculation, all of the requirements contained in the definition of “Unencumbered Property Criteria.”
Minimum Consolidated Tangible Net Worth (a) Prior to consummation of the Merger, the Borrower will not at any time permit Consolidated Tangible Net Worth to be less than the sum of (i) $788,000,000.00 plus (ii) seventy-five percent (75%) of the sum of any additional Net Offering Proceeds after the date of this Agreement.
SIGNIFICANT LANDS INVENTORY FINDING Find that this activity is consistent with the use classification designated by the Commission for the land pursuant to Public Resources Code section 6370 et seq.
Minimum Consolidated Net Worth The Company will not permit its Consolidated Net Worth at any time to be less than the sum of (a) $800,000,000 plus (b) an aggregate amount equal to 50% of its Consolidated Net Earnings (but, in each case, only if a positive number) for each completed fiscal year beginning with the fiscal year ending September 30, 2013.”
Owned Real Property The Company does not own any real property.
Consolidated Tangible Net Worth (i) The net worth of Seller and its consolidated subsidiaries, on a combined basis, determined in accordance with GAAP, minus (ii) all intangibles determined in accordance with GAAP (including goodwill, capitalized financing costs and capitalized administration costs but excluding originated and purchased mortgage servicing rights or retained residual securities) and any and all advances to, investments in and receivables held from affiliates; provided, however, that the non-cash effect (gain or loss) of any xxxx-to-market adjustments made directly to stockholders’ equity for fluctuation of the value of financial instruments as mandated under the Statement of Financial Accounting Standards No. 133 (or any successor statement) shall be excluded from the calculation of Consolidated Tangible Net Worth.
After Acquired Real Property Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Property”), as soon as reasonably practicable so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value. The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of the Real Property Deliverables referred to below. Upon receipt of such notice, the Loan Party that has acquired such After Acquired Property shall furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, duly executed by such Loan Party and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”). The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdiction, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).
Title to Assets; Real Property (a) The Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

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