Common use of Property Clause in Contracts

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.

Property. All personal property (the “Personal Property”) located on the real property described as follows: [Real Property Description] For the Consideration, Xxxxxxx quitclaims to Grantee all of the Borrower’sGrantor's right, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Sectiontitle, and (y) where interest, if any, in and to the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected Personal Property, to have a Material Adverse Effect on either the Borrower and to hold it to Grantee and Xxxxxxx's heirs, successors, and assigns forever. Neither Grantor nor Xxxxxxx's heirs, successors, or the REIT Guarantor. The Borrower has completed assigns will have, claim, or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ demand any right or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing title to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries Personal Property or any part thereofof it. It is the intention of the Grantor to convey only that Personal Property to which Grantor has title; however, andGrantor does not warrant title. The terms of this Quitclaim Bill of Sale shall supersede any contrary provision contained in any other document, including the Purchase Agreement, related to the knowledge transfer of the BorrowerPersonal Property. This Quitclaim Bill of Sale is made and accepted subject to taxes for the prior, no such proceedings current and subsequent years and subsequent assessments for prior years and the current year. All taxes, transfer, property and/or sales, on the Personal Property or related to this transfer are presently threatened or contemplated assumed by any taking authority whichGrantee and Grantee covenants and promises to pay the same. GRANTOR MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED OR ARISING BY OPERATION OF LAW WITH RESPECT TO ANY MATTER CONCERNING THE PERSONAL PROPERTY, INCLUDING, WITHOUT LIMITATION, THE FOLLOWING: (i) TITLE, (ii) HABITABILITY, MERCHANTABILITY OR SUITABILITY OR FITNESS OF THE PERSONAL PROPERTY FOR A PARTICULAR PURPOSE OR USE, (iii) THE NATURE AND CONDITION OF THE PERSONAL PROPERTY, OR (iv) COMPLIANCE WITH ANY LAW, ORDINANCE OR REGULATION OF ANY GOVERNMENTAL ENTITY OR BODY. SALE OF THE PERSONAL PROPERTY IS MADE ON AN “AS IS, WHERE IS” AND “WITH ALL FAULTS” BASIS, AND ANY AND ALL WARRANTIES AND COVENANTS ARISING UNDER STATE LAW DO NOT APPLY TO THIS CONVEYANCE. XXXXXXX ACKNOWLEDGES THAT XXXXXXX HAS HAD THE FULL, COMPLETE AND UNFETTERED RIGHT TO INSPECT THE PERSONAL PROPERTY TO GRANTEE’S SATISFACTION AND THAT THE PURCHASE PRICE PAID FOR THE PERSONAL PROPERTY WAS IN PART BASED UPON THE FACT THAT THIS CONVEYANCE WAS MADE BY GRANTOR WITHOUT WARRANTY OR REPRESENTATION. BY ACCEPTANCE OF THIS QUITCLAIM BILL OF SALE, XXXXXXX ACKNOWLEDGES THAT XXXXXXX HAS RELIED ONLY UPON XXXXXXX’S OWN INSPECTIONS AS TO THE CONDITION OF THE PERSONAL PROPERTY, OR ITS OWN DECISION NOT TO INSPECT ANY MATTER. When the context requires, singular nouns and pronouns include the plural. GRANTOR: By: Name: Title: THE STATE OF TEXAS § COUNTY OF McLENNAN § BEFORE ME, the undersigned, a Notary Public in and for said county and state, on this day personally appeared , who is a for , a , known to me to be the person whose name is subscribed to the foregoing instrument, and he acknowledged to me that he executed the same for the purposes and consideration therein expressed, as the act and deed of said company and in the capacity therein stated. Given under my hand and seal of office this day of , 2015. Notary Public, State of Texas GRANTEE: By: Name: Title: THE STATE OF § COUNTY OF § BEFORE ME, the undersigned, a Notary Public in and for said county and state, on this day personally appeared , who is a for , a , known to me to be the person whose name is subscribed to the foregoing instrument, and he acknowledged to me that he executed the same for the purposes and consideration therein expressed, as the act and deed of said corporation and in the capacity therein stated. Given under my hand and seal of office this day of , 2015. Notary Public, State of EXHIBIT “G” FORM OF ASSIGNMENT OF LEASES RECORDING REQUESTED BY AND WHEN RECORDED MAIL TO: Space Above Line For Recorder’s Use Only ABSOLUTE ASSIGNMENT AND ASSUMPTION OF LEASES This ABSOLUTE ASSIGNMENT AND ASSUMPTION OF LEASES (this “Assignment”) is made as of , 2015, by , a limited liability company (“Assignor”), in all such eventsfavor of (“Assignee”) and is executed in connection with one certain Real Estate Purchase Agreement dated , individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect2015 (“Agreement”) entered into between Assignor and Assignee.

Property. All The Company or a Company Subsidiary (a) has good and marketable title to all the properties and assets reflected in the latest audited balance sheet included in the Company SEC Reports as being owned by the Company or a Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Company Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Borrower’sproperties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Company Leased Properties” and, collectively with the Company Owned Properties, the other Obligors’ “Company Real Property”), free and their respective Subsidiaries’ clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor. The Company Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Company Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takentear excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of the BorrowerCompany, no such threatened condemnation proceedings against the Company Real Property. The Company and its Subsidiaries are presently threatened or contemplated by any taking authority whichin compliance with all applicable health and safety related requirements for the Company Real Property, in all such events, individually or in including those under the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None Americans with Disabilities Act of 1990 and the property Occupational Health and Safety Act of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect1970.

Property. All The applicable Company or one of its Subsidiaries (a) has good and marketable title to all the properties and assets reflected in the latest audited balance sheet included in its Statutory Statements as being owned by such Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all material Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use or value (as reflected in each Company’s financial statements) of the Borrower’sproperties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use or value (as reflected in each Company’s financial statements) of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Statutory Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties, the other Obligors’ “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Seller’s knowledge, the lessor. The Companies and their respective Subsidiaries’ properties are Subsidiaries own and have good and valid title to, or have valid rights to use, all material tangible personal property used by them in good repair connection with the conduct of their businesses, in each case, free and condition, subject to ordinary wear and tearclear of all Liens, other than Permitted Encumbrances. To Seller’s knowledge, neither the whole nor any portion of the Real Property (x) with has been damaged in any material respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and or destroyed or (y) where the failure of the properties of any Subsidiary of the Borrower is being or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid condemned or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated otherwise taken by any public authority, nor has any such condemnation or taking authority which, been threatened in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectwriting.

Property. All Company or one of its Subsidiaries (a) has good and marketable title to all the properties and assets reflected in the latest audited balance sheet included in such Company SEC Reports as being owned by Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Borrower’sproperties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the other Obligors’ “Real Property”), free and their respective Subsidiaries’ clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Company’s knowledge, the lessor. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takentear excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of Company, threatened condemnation proceedings against the BorrowerReal Property. Company and its Subsidiaries are in compliance with all applicable health and safety related requirements for the Real Property, no such proceedings are presently threatened including those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970. Company and its Subsidiaries own and have good and valid title to, or contemplated have valid rights to use, all material tangible personal property used by any taking authority whichthem in connection with the conduct of their businesses, in each case, free and clear of all such eventsLiens, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectthan Permitted Encumbrances.

Property. All As used herein, “Property” shall mean the Land and all of Optionor’s right, title and interest in and to (i) all adjacent streets, alleys and rights of way appertaining to the Land, together with all of the Borrower’srights, benefits, licenses, interests, privileges, easements, tenements, hereditaments and appurtenances on the Land or in anywise appertaining to the Land, (ii) all buildings, structures, fixtures and other Obligors’ improvements situated on the Land or hereinafter constructed or acquired and their respective Subsidiaries’ properties are in good repair and conditionsituated on the Land, subject to ordinary wear and tear, but excluding any fixtures owned by any tenant or other than (x) with respect to deferred maintenance existing as occupant of the date of acquisition of such property as permitted in this Section, and Land or Improvements (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriateeach, a “Phase II” reportTenant”) under a Lease (as hereinafter defined) (the “Improvements”), (iii) all tangible personal property located on, and used in each case prepared by a recognized environmental engineer connection with, the Land and the Improvements, including, without limitation, all building materials, supplies, hardware, carpeting and other inventory located on or in accordance the Land or the Improvements and maintained in connection with customary standards which discloses that such property is not in violation the ownership and operation of the representations Land, but excluding any such items owned by Tenants (the “Personal Property”), (iv) all leases, subleases, licenses, and covenants set forth in this Agreement, unless such violation has been disclosed in writing occupancy agreements relating to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid all or outstanding real estate or other taxes or assessments on or against any property portion of the Borrower, Land or the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, Improvements and, to the knowledge extent the following items are assignable and relate solely to the Land, the Improvements and/or the Personal Property (collectively, the “Leases”), together with all rents and other sums due thereunder from and after the “Closing Date” (as defined below) (collectively, the “Rents”) and any and all cash security deposits, letters of credit and other credit enhancements delivered by any Tenant in connection therewith which have not been applied to the satisfaction of the Borrowerobligations under the Leases prior to the Closing Date in accordance with the terms of this Agreement (the “Security Deposits”), no such proceedings are presently threatened and (v) all assignable service contracts and agreements, governmental permits, entitlements, licenses and approvals, warranties and guarantees received in connection with any work or contemplated by services performed with respect thereto, or equipment installed therein, tenant lists, advertising material, telephone exchange numbers, all trademarks and tradenames, non-confidential books, records and property files and the “declarant” or the benefiting party’s interest under any taking authority whichcovenants, in all such eventsconditions and restrictions, individually reciprocal easement or in parking agreements or similar documents or instruments affecting the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of Land and/or the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectimprovement.

Property. All of the Borrower’s, the other Obligors’ 's and their respective its Subsidiaries’ ' properties are in good repair and conditioncondition in all material respects, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this SectionSection 6.22. Without limiting the foregoing, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental physical condition of each Property such property as of the later of the date of the Borrower’s, the Obligors’ 's or the applicable Subsidiary’s such Subsidiaries' purchase thereof or the date upon which such property was last security for Indebtedness of the Borrower or such PersonsSubsidiary, or their predecessors, including without limitation an analysis of the structural condition and existence of any material deferred maintenance, and such property is in good condition, order and repair, and any material deferred maintenance existing as of the date of acquisition of such property has been corrected or satisfactory remediation actions are being taken. The Borrower further has completed an appropriate investigation of the environmental condition of each such property as of the later of the date of the Borrower's or such Subsidiaries' purchase thereof or the date upon which such property was last security for Indebtedness of the Borrower or such Subsidiary, or their predecessors, including preparation of a “"Phase I” " report and, if appropriate, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors Borrower or their respective any of its Subsidiaries which are delinquentpayable by the Borrower or its Subsidiaries (except only real estate or other taxes or assessments, that are not yet due and payable). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of the Borrower, the other Obligors Borrower or their respective its Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrower. None of the property of the Borrower, the other Obligors Borrower or their respective its Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the business or financial condition of the Borrower.

Property. All of the Borrower’s, the other ObligorsLoan Parties’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to (i) deferred maintenance existing as of the date of acquisition of such property as permitted in this SectionSection 4.19, (ii) Projects currently under development and (yiii) where defects relating to properties other than properties in the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has Unencumbered Pool which would not had or could not be reasonably expected to have constitute a Material Adverse Effect on either the Borrower or the REIT GuarantorEffect. The Borrower has Loan Parties further have completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property as of the later of (a) the approximate date of the Borrower’s, the ObligorsLoan Parties’ or the applicable Subsidiary’s such Subsidiaries’ purchase thereof or (b) the approximate date upon which such property was last security for Indebtedness of such PersonsBorrower or such Subsidiary if such financing was not closed on or about the date of the acquisition of such property to the extent such an investigation was required by the applicable lender, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer consultant in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation as to properties in the Unencumbered Pool has been disclosed in writing to the Administrative Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors any Loan Party or any of their respective Subsidiaries which are delinquentpayable by such Person (except only real estate or other taxes or assessments that are not yet due and payable). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of included within the Borrower, the other Obligors or their respective Subsidiaries or any part thereofUnencumbered Pool, and, to the best knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which individually or in the aggregate have had or could reasonably be expected to have would constitute a Material Adverse Effect. None of the property of the Borrower, the other Obligors Loan Parties or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any would constitute a Material Adverse Effect. The Projects owned by Parent, each of the other Loan Parties and their respective Subsidiaries as of the date hereof, are set forth on Schedule 4.19 hereto.

Property. All of the Borrower’s, the other ObligorsRelated Companies’ and their respective Subsidiariesthe Controlled Unconsolidated Entities’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property as of the later of the date of the Borrower’s, the ObligorsRelated Companies’ or the applicable Subsidiary’s Controlled Unconsolidated Entities’ purchase thereof or the date upon which such property was last security for Indebtedness of such PersonsPerson, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors Related Companies or their respective Subsidiaries the Controlled Unconsolidated Entities which are delinquentpayable by such Person (except only real estate or other taxes or assessments, that are not yet due and payable). Except as set forth in Schedule 6.1(ee) 6.22 hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors Related Companies or their respective Subsidiaries the Controlled Unconsolidated Entities or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrower. None To Borrower’s knowledge after due inquiry and investigation none of the property of the Borrower, the other Obligors Related Companies or their respective Subsidiaries the Controlled Unconsolidated Entities is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the business or financial condition of the Borrower.

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.

Property. All Target or one of its Subsidiaries (a) has fee simple title to all the properties and assets reflected in the latest audited balance sheet included in such Target SEC Reports as being owned by Target or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property taxes not yet delinquent, (iii) easements, rights of way and other similar encumbrances and matters of record that do not materially adversely affect the use of the Borrower’sproperties or assets subject thereto or affected thereby as used by Target on the date hereof or otherwise materially impair business operations at such properties, as conducted by Target on the date hereof and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as used by Target on the date hereof (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Target SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the other Obligors’ “Real Property”), free and their respective clear of all Liens of any nature whatsoever encumbering Target’s or its Subsidiaries’ leasehold estate, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by Target or one of its Subsidiaries or, to Target’s knowledge, the lessor. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, tear and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takencasualty excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of Target, threatened condemnation proceedings against the BorrowerReal Property (except with respect to properties that have been obtained through foreclosure or by deed-in-lieu of foreclosure). Target and its Subsidiaries are in material compliance with all applicable health and safety related requirements for the Real Property (except with respect to properties that have been obtained through foreclosure or by deed-in-lieu of foreclosure), no such proceedings are presently threatened or contemplated by any taking authority whichincluding those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970. Target currently maintains insurance on all its property, including the Real Property, in all amounts, scope and coverage reasonably necessary for its operations. Target has not received any notice of termination, nonrenewal or premium adjustment for such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectpolicies.

Property. All of the Borrower’s, the other Obligors’ 's and their respective its Subsidiaries’ properties are ' Real Estate is in good repair condition and condition, working order subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower further has completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property owned or leased by the Borrower or its Subsidiaries as of the later of the date of the Borrower’s, the Obligors’ 's or the applicable Subsidiary’s such Subsidiaries' purchase thereof or the date upon which such property was last given as security for Indebtedness of the Borrower or such PersonsSubsidiary, including preparation or updating of a “"Phase I” " report and, if appropriaterecommended by the "Phase I" report, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors Borrower or their respective any of its Subsidiaries which are delinquentpayable by the Borrower or its Subsidiaries (except only real estate or other taxes or assessments, that are not yet due and payable or are being protested as permitted by this Agreement). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of the Borrower, the other Obligors Borrower or their respective its Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrower. None of the property of the Borrower, the other Obligors Borrower or their respective its Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the business or financial condition of the Borrower.

Property. All of the Borrower’sBorrowers', the other Obligors’ Guarantors' and their respective Subsidiaries’ ' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT GuarantorSection 6.20. The Borrower has Borrowers further have completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property as of the later of the date of the Borrower’sBorrowers', the Obligors’ Guarantors' or the applicable Subsidiary’s such Subsidiaries' purchase thereof or the date upon which such property was last security for Indebtedness of such PersonsBorrower, such Guarantor or such Subsidiary, including preparation of a “"Phase I” " report and, if appropriate, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the any Borrower, the other Obligors any Guarantor or any of their respective Subsidiaries which are delinquentpayable by such Person (except only real estate or other taxes or assessments, that are not yet due and payable). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of the BorrowerBorrowers, the other Obligors Guarantors or their respective Subsidiaries or any part thereof, and, to the knowledge of the BorrowerBorrowers, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrowers or the Guarantors. None of the property of the BorrowerBorrowers, the other Obligors Guarantors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the business or financial condition of the Borrowers or the Guarantors. The Real Estate owned by Xxxxxx, WDOP and their respective Subsidiaries is set forth on Schedule 6.20 hereto.

Property. All of the Borrower’s, the other Obligors’ 's and their respective its Subsidiaries’ properties ' Real Estate are in good repair condition and condition, working order subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted which is being corrected or repaired in this Section, and (y) where the failure ordinary course of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantorbusiness. The Borrower further has completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property owned or leased by the Borrower or its Subsidiaries as of the later of the date of the Borrower’s, the Obligors’ 's or the applicable Subsidiary’s such Subsidiaries' purchase thereof or the date upon which such property was last security for Indebtedness of the Borrower or such PersonsSubsidiary, including preparation or updating of a “"Phase I” " report and, if appropriaterecommended by the "Phase I" report, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors Borrower or their respective any of its Subsidiaries which are delinquentpayable by the Borrower or its Subsidiaries (except only real estate or other taxes or assessments, that are not yet due and payable or are being protested as permitted by this Agreement). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of the Borrower, the other Obligors Borrower or their respective its Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrower. None of the property of the Borrower, the other Obligors Borrower or their respective its Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the business or financial condition of the Borrower.

Property. All Section 3.14(a) of the Borrower’sCompany Disclosure Schedule sets forth (i) the address of each parcel of real property owned by the Company or its Subsidiaries (“ Company Owned Real Property ”), (ii) the address or the airport location of all material leasehold or subleasehold estates, and concessions or other Obligors’ rights to use or occupy any land, buildings, structures, improvements, fixtures or other interests in real property held by or for the Company or its Subsidiaries (the “ Company Leased Real Property ”). The Company or its Subsidiaries have made available (or within 10 business days following the date hereof will make available) to Parent correct and their respective complete copies of all material instruments, licenses and agreements, together with all amendments, modifications, extensions and supplements thereto, granting to the Company or its Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tearleasehold interests, other than (x) concession or operating rights with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this SectionCompany Leased Real Property (each, a “ Lease”, and (y) where collectively, the failure of “Leases”). Each Lease grants the properties of any Subsidiary of tenant thereunder the Borrower or any Subsidiary of an Obligor exclusive right to be in good repair use and condition occupy the premises and the tenant enjoys peaceful and undisturbed possession thereof, except as has not had or could and would not reasonably be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect on either the Borrower or the REIT GuarantorCompany. The Borrower has completed Company and its Subsidiaries have not subleased, licensed or caused otherwise granted any person the right to use or occupy such Company Owned Real Property or Company Leased Real Property or any portion thereof. The Company and its Subsidiaries have such good, valid and marketable fee simple title to, or such legal, binding and valid rights by lease, license, other agreement or otherwise to use, all assets and properties (in each case, free and clear of all Encumbrances other than Permitted Encumbrances) necessary and desirable to enable the Company and its Subsidiaries to conduct their business as currently conducted, except as have not had and would not reasonably be completed an appropriate investigation of expected to have, either individually or in the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriateaggregate, a “Phase II” reportMaterial Adverse Effect on the Company. All buildings, structures, fixtures and other improvements on the Company Owned Real Property and the Company Leased Real Property are in each case prepared by good condition and are in all material respects adequate to operate the business as currently conducted, except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of Material Adverse Effect on the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentCompany. Except as set forth in Schedule 6.1(ee) heretothe Leases, there are no pending eminent domain proceedings against neither the Company nor its Subsidiaries owns, holds, has granted or is obligated under any property option, right of first offer, right of first refusal or other contractual right to sell or dispose of the Borrower, Company Owned Real Property or the other Obligors or their respective Subsidiaries Company Leased Real Property or any part thereof, and, portion thereof or interest therein. SECTION 3.15. Intellectual Property/Information Technology. Section 3.15 of the Company Disclosure Schedule sets forth a true and complete list of (i) all Intellectual Property that is owned by the Company or any of its Subsidiaries (the “ Company Owned Intellectual Property ”) that is registered or subject to an application for registration or that is otherwise material to the knowledge business of the BorrowerCompany and its Subsidiaries taken as a whole and (ii) material Intellectual Property that the Company or one of its Subsidiaries is licensed or otherwise permitted by other persons to use, no such proceedings are presently threatened including, without limitation, all Intellectual Property exclusively licensed to the Company or contemplated by any taking authority whichof its Subsidiaries (the “ Company Exclusively Licensed Intellectual Property”). Except as have not had and would not reasonably be expected to have, in all such events, either individually or in the aggregate have had or could reasonably be expected to have aggregate, a Material Adverse Effect. None Effect on the Company, (A) the Company or any of its Subsidiaries has the exclusive title to the Company Owned Intellectual Property that is registered or subject to an application for registration, free and clear of all Encumbrances other than Permitted Encumbrances, (B) all Company Owned Intellectual Property that is registered or subject to an application for registration is subsisting, valid and enforceable, (C) the Company or one of its Subsidiaries owns, or is licensed or otherwise permitted to use (in each case, free and clear of all Encumbrances other than Permitted Encumbrances) all Intellectual Property used or held for use in the business of the property Company and its Subsidiaries taken as a whole, (D) the use of any Intellectual Property by the Company or its Subsidiaries (x) does not, to the Knowledge of the BorrowerCompany, infringe on or otherwise violate the other Obligors or their respective Subsidiaries is now damaged or injured as a result rights of any fireperson in respect of any Intellectual Property and (y) is in accordance with any applicable agreement pursuant to which the Company or any of its Subsidiaries possesses the right to use any Intellectual Property, explosion(E) none of the Company or its Subsidiaries has received during the past three years preceding the date hereof any written notice of any threatened claim with respect to any Intellectual Property used or held for use in the business of the Company and its Subsidiaries (including, accidentbut not limited to, flood any cancellation, opposition or other casualty action before an intellectual property registry), (F) to the Knowledge of the Company, no person is infringing on or otherwise violating any right of the Company or its Subsidiaries with respect to any Company Owned Intellectual Property or any Company Exclusively Licensed Intellectual Property, (G) neither the Company nor any of its Subsidiaries has during the past three years preceding the date hereof asserted or threatened to assert any claims of infringement or other violations of its rights in any manner which individually or in to the aggregate has had Company Owned Intellectual Property or could reasonably be expected to have any Material Adverse Effect.the Company Exclusively Licensed Intellectual Property and

Property. All Company or one of its Subsidiaries (a) has good and marketable title to all the properties and assets reflected in the latest audited balance sheet included in such Company SEC Reports as being owned by Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all material Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use or value (as reflected in Company’s consolidated financial statements) of the Borrower’sproperties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use or value (as reflected in Company’s consolidated financial statements) of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (collectively with the Owned Properties, the other Obligors’ “Real Property”), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Company’s knowledge, the lessor. Company and its Subsidiaries own and have good and valid title to, or have valid rights to use, all material tangible personal property used by them in connection with the conduct of their respective Subsidiaries’ properties are businesses, in good repair each case, free and condition, subject to ordinary wear and tearclear of all Liens, other than Permitted Encumbrances. To Company’s knowledge, neither the whole nor any portion of the Real Property (x) with has been damaged in any material respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and or destroyed or (y) where the failure of the properties of any Subsidiary of the Borrower is being or any Subsidiary of an Obligor to be in good repair and condition has not had condemned or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated otherwise taken by any public authority, nor has any such condemnation or taking authority which, been threatened in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectwriting.

Property. All The Company and its Subsidiaries have good, valid and, in the case of real property, marketable title to, or valid leasehold or sublease interests or other comparable Contract rights in or relating to, all of the Borrower’sreal property and other tangible assets used in or necessary for the conduct of their business as currently conducted, including good and valid title to all real property and other tangible assets reflected in the other Obligors’ latest audited financial statements included in the Company SEC Filings as being owned by the Company and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, its Subsidiaries or acquired after the date thereof (other than (x) with respect to deferred maintenance existing as property sold or otherwise disposed of in the ordinary course of business since the date thereof), free and clear of acquisition of such property as permitted in this Section, all Liens except for Permitted Liens and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has Liens that have not had or could and would not reasonably be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such eventshave, individually or in the aggregate have aggregate, a Company Material Adverse Effect. The Company and its Subsidiaries are collectively the lessee of all property material to the business of the Company and its Subsidiaries which is purported to be leased by the Company and its Subsidiaries and are in possession of such properties, and each lease for such property is valid and in full force and effect without default thereunder by the lessee or the lessor, except in each case as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as, individually or in the aggregate, has not had or could and would not reasonably be expected to have a Company Material Adverse Effect. None , all items of equipment and other tangible assets owned by or leased to the Company and its Subsidiaries are sufficient for the uses to which they are being put, are in good and safe condition and repair (ordinary wear and tear excepted), and are sufficient for the conduct of the property business of the Borrower, the other Obligors or their respective Company and its Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had manner in which such business is currently being conducted and is proposed to be conducted. Section 4.16 of the Company Disclosure Letter lists all material real property and any material interest in real property owned by the Company or could reasonably be expected to have any Material Adverse Effectof its Subsidiaries.

Property. All The Filed Company SEC Documents identify all material real property that is owned (the “Owned Real Property”) and leased (the “Leased Real Property”) by the Company and the Company Subsidiaries. Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, the Company and the Company Subsidiaries own and have good, valid and marketable fee title to all of their Owned Real Property, free and clear of all Liens (except in all cases for Permitted Liens) and there are no existing, pending, or to the knowledge of the BorrowerCompany, threatened condemnation, eminent domain or similar proceedings affecting any of the Owned Real Property. Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, the Company and the Company Subsidiaries (a) have a good and valid leasehold interest in each lease pursuant to which the Company or a Company Subsidiary leases or subleases the Leased Real Property (the “Leases”), free and clear of all Liens, except (i) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty, (ii) mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business for amounts not yet past due, (iii) zoning, building and other Obligors’ similar codes and their respective Subsidiaries’ properties regulations which are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as not violated by the current use or occupancy of the date of acquisition of such real property as permitted in this Sectionsubject thereto, and (yiv) where the failure of the properties of any Subsidiary of the Borrower (A) matters which would be disclosed by an accurate survey, and (B) non-monetary Liens, defects or any Subsidiary of an Obligor to be irregularities in good repair title, easements, rights-of-way, covenants, restrictions and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” reportother similar matters that, in each case prepared by a recognized environmental engineer case, do not and would not reasonably be expected to, individually or in accordance with customary standards which discloses that such property is not in violation the aggregate, materially impair the continued use and operation of the representations assets to which they relate in the business of the Company and covenants set forth the Company Subsidiaries as presently conducted (collectively, “Permitted Liens”), (b) have complied with the terms of all Leases to which they are parties (other than Leases that expired and were not renewed in this Agreement, unless such violation has been disclosed in writing the ordinary course of business) or were executed after the date thereof that are material to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property business of the BorrowerCompany and the Company Subsidiaries, the other Obligors or their respective Subsidiaries which taken as a whole, and all such Leases are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property valid and binding obligations of the Borrower, Company or the other Obligors or their respective Subsidiaries or any part thereof, Company Subsidiary party thereto and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the BorrowerCompany, the other Obligors or their respective Subsidiaries is now damaged or injured as a result party thereto, in full force and effect, subject to proper authorization and execution of each such Lease by the other party thereto and the application of any fire, explosion, accident, flood bankruptcy or other casualty creditor’s rights laws, and (c) are not in breach or default under any manner which individually such Leases and, to knowledge of the Company, (i) no other party is in default or in breach under any such Leases and (ii) no event has occurred or circumstance exists that, with the aggregate has had delivery of notice, the passage of time or could reasonably be expected to have both, would constitute such a breach or default under any Material Adverse Effectsuch Leases.

Property. All Yadkin or one of its Subsidiaries (a) has fee simple title to all the real property assets reflected in the latest audited balance sheet included in the Yadkin SEC Reports as being owned by Yadkin or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Yadkin Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property taxes not yet delinquent, (iii) easements, rights of way and other similar encumbrances and matters of record that do not materially adversely affect the use of the Borrower’sproperties or assets subject thereto or affected thereby as used by Yadkin on the date hereof or otherwise materially impair business operations at such properties, as conducted by Yadkin on the date hereof and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as used on the date hereof (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Yadkin SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Yadkin Leased Properties” and, collectively with the Yadkin Owned Properties, the other Obligors’ “Yadkin Real Property”), free and their respective clear of all Liens of any nature whatsoever encumbering Yadkin’s or its Subsidiaries’ leasehold estate, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by Yadkin or one of its Subsidiaries or, to Yadkin’s knowledge, the lessor. The Yadkin Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Yadkin Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, tear and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takencasualty excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of Yadkin, threatened condemnation proceedings against the BorrowerYadkin Real Property. Yadkin and its Subsidiaries are in material compliance with all applicable health and safety related requirements for the Yadkin Real Property, no such proceedings are presently threatened or contemplated by any taking authority whichincluding those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970. Yadkin currently maintains insurance on all its property, including the Yadkin Real Property, in all amounts, scope and coverage reasonably necessary for its operations. Yadkin has not received any notice of termination, nonrenewal or material premium adjustment for such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectpolicies.

Property. All The term “Property”, as used in this Mortgage, shall mean: (a) the land described in Exhibit A attached hereto, and all easements, rights, privileges and appurtenances thereto, and including all of Borrower’s right, title and interest in and to the rights-of-ways, streets, and alleys adjacent thereto, whether any of the same now exist or are hereafter acquired by reversion or otherwise; (b) the buildings and other structures and improvements now or hereafter upon the land, including all machinery, fixtures and equipment owned by the Borrower of every kind and nature whatsoever forming a part of said buildings or other structures (the “Improvements”) including all materials stored on the land for incorporation into the Improvements; (c) the lease or leases, now in existence or those which may be created in the future during the term of this Mortgage, which leases cover portions or all of the Property, and any extensions and renewals of any thereof and any guarantees of all present and future lessee’s obligations under any thereof, and all rents, income and profits arising from the leases and extensions and renewals thereof, if any, and together with all rents, income and profits due or to become due from any and all other tenancies for the use or occupation of the Property or any part thereof which may be created in the future during the term of this Mortgage, whether or not recorded, specifically excluding all duties or obligations of the Lender of any kind arising there under (the “Leases”); (d) all of the licenses, permits, approvals, agreements, Special Permits, Orders of Condition, Certificates of Compliance, and all of the Lender’s right, title and interest therein, whether now existing or hereafter acquired, related to the Property or the Improvements, either as constructed or to be constructed as part of any construction project contemplated in the Loan Agreement (the “Assigned Approvals”); and (e) all of the Borrower’s’s right, the other Obligors’ title and their respective Subsidiaries’ properties are in good repair interest in, to and conditionunder all architectural, subject to ordinary wear design and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Sectionconstruction agreements, and (y) where all other contracts, agreements, warranties, licenses, approvals, permits, plans and specifications whether now or hereafter existing and in any way relating, directly or indirectly to, or issued or prepared in connection with the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’sProperty, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in connection with any contemplated construction on the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of Property (the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect“Plans and Specifications”).

Property. All The Property covered by this Instrument includes the Land and the following items described in this Section 1.02, whether now owned or hereafter acquired, all of which, including replacements and additions thereto, shall be deemed to be and remain a part of the Property covered by this Instrument, and all rights, hereditaments and appurtenances pertaining thereto, all of which are referred to as the "Property": (a) any and all building, improvements, and tenements now or hereafter attached to or placed, erected, constructed, or developed on the Land (the "Improvements"); (b) all equipment, fixtures, furnishing, inventory, and articles of personal property (the "Personal Property") now or hereafter attached to or used in or about the Improvements or that are necessary or useful for the complete and comfortable use and occupancy of the Improvements for the purposes for which they were or are to be attached, placed, erected, constructed or developed, or which Personal Property is or may be used in or related to the planning, development, financing or operation of the Improvements, and all renewals of or replacements or substitutions for any of the foregoing, whether or not the same are or shall be attached to the Land or Improvements; (c) all water and water rights, timber, crops, and mineral interests pertaining to the Land; (d) all building materials and equipment now or hereafter delivered to and intended to be installed in or on the Land or the Improvements; (e) all plans and specifications for the Improvements; (f) all Borrower’s's rights (but not Borrower's obligations) under any contracts relating to the Land, the Improvements or the Personal Property; (g) all deposits (including tenant security deposits), bank accounts, funds, Instruments, notes, or chattel paper arising from or by virtue of any transactions related to the Land, the Improvements or the Personal Property; (h) all Borrower's rights (but not Borrower's obligations) under any documents, contracts rights, accounts, commitments, construction contracts, architectural contracts, engineering contracts, and general intangibles (including without limitation trademarks, trade name, and symbols) arising from or by virtue of any transactions related to the Land, the Improvements, or the Personal Property including, but not limited to, all of Borrower's rights arising under letters of intent to purchase and contracts to sell or purchase all or any portion of the Property, whether heretofore or hereafter executed ("Contract of Sale"); (i) all permits, licenses, franchises, certificates, and other Obligors’ rights and privileges obtained in connection with the Land, the Improvements, or the Personal Property; (j) all proceeds arising from or by virtue of the sale, lease or other disposition of the Land, the Improvements, or the Personal Property; (k) all proceeds (including premium refunds) of each policy of insurance relating to the Land, the Improvements, or the Personal Property; (l) all proceeds from the taking of any of the Land, the Improvements, the Personal Property or any rights appurtenant thereto by right of eminent domain or by private or other purchase in lieu thereof, including change of grade of streets, curb cuts or other rights of access, for any public or quasi-public use under any law; (m) all right, title, and interest of Borrower in and to all streets, road, public places, easements, and rights-of-way, existing or proposed, public or private, adjacent to or used in connection with, belonging or pertaining to the Land; (n) all of the Leases (as hereafter defined), rents, royalties, bonuses, issues, profits, revenues, or other benefits of the Land, the Improvements, or the Personal Property, including without limitation cash or securities deposited pursuant to leases to secure performance by the tenants of their respective Subsidiaries’ properties are in good repair and condition, obligations thereunder (subject to ordinary wear the Assignment of Rents made in Article V below); (o) all consumer goods located in, on, or about the Land or the Improvements or used in connection with the use or operation thereof; however, neither the term "consumer goods" nor the term "Personal Property" includes clothing, furniture, appliances, linens, china, crockery, kitchenware, or personal effects used primarily for personal, family, or household purposes; (p) other interests of every kind and tearcharacter that Borrower now has or at any time hereafter acquires in and to the Land, other than (x) Improvements, and Personal Property and all property that is used or useful in connection therewith, including rights of ingress and egress and all reversionary rights or interests of Borrower with respect to deferred maintenance existing as such property; and (q) all products and proceeds of the date of acquisition of such property as permitted Personal Property described in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse EffectSection 1.02.

Property. All of the Borrower’s's, the other Obligors’ ' and their respective Subsidiaries’ ' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s's, the Obligors’ ' or the applicable Subsidiary’s 's purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “"Phase I” " report and, if appropriate, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority whichwhich may, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effect.

Property. All As of the Borrower’sAgreement Date, all of the Borrowers', the Subsidiaries' and the other Obligors’ and their respective Subsidiaries’ Loan Parties' properties are in good repair and condition, subject to ordinary wear and teartear and casualty, other than except that all Multifamily Properties are and have been maintained in a first class manner (x) with respect to deferred maintenance existing as of taking into consideration the date of acquisition age and market positioning of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT GuarantorMultifamily Properties). The Borrower has Borrowers have completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such PersonsProperty, including preparation of a “"Phase I” " report and, if appropriate, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in Section 6.1(o)(i)-(iii) of this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There As of the Agreement Date, there are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the BorrowerBorrowers, the Subsidiaries or the other Obligors or their respective Subsidiaries Loan Parties which are delinquent. Except as set forth in Schedule 6.1(ee6.1(cc) hereto, there are no pending eminent domain proceedings against any property of the BorrowerBorrowers, the Subsidiaries or the other Obligors or their respective Subsidiaries Loan Parties or any part thereof, and, to the knowledge of the BorrowerBorrowers, no such proceedings are presently threatened or contemplated by any taking authority whichwhich may, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the BorrowerBorrowers, the Subsidiaries or the other Obligors or their respective Subsidiaries Loan Parties is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effect.. (dd) No Event of Default. No Default or Event of Default has occurred and is continuing. (ee) Subordination. None of the Borrowers, the Subsidiaries or any other Loan Party is a party to or bound by any agreement, instrument or indenture that may require the subordination in right or time of payment of any of the Obligations to any other indebtedness or obligation of any of such Persons; provided that the foregoing shall not apply to any right of the holder of secured indebtedness to prior payment from the collateral for such indebtedness or the obligation to pay Indebtedness having a maturity date prior to the Termination Date. (ff)

Property. All of the Borrower’s, the other ObligorsLoan Parties’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to (i) deferred maintenance existing as of the date of acquisition of such property as permitted in this SectionSection 4.18, (ii) Projects currently under development and (yiii) where defects relating to properties other than the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has Subject Property which would not had or could not be reasonably expected to have constitute a Material Adverse Effect on either the Borrower or the REIT GuarantorEffect. The Borrower has Loan Parties further have completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property as of the later of (a) the approximate date of the Borrower’s, the ObligorsLoan Parties’ or the applicable Subsidiary’s such Subsidiaries’ purchase thereof or (b) the approximate date upon which such property was last security for Indebtedness of such PersonsLoan Party or such Subsidiary if such financing was not closed on or about the date of the acquisition of such property to the extent such an investigation was required by the applicable lender, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer consultant in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation as to the Subject Property has been disclosed in writing to the Administrative Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors any Loan Party or any of their respective Subsidiaries which are delinquentpayable by such Person (except only real estate or other taxes or assessments, that are not yet due and payable). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereofSubject Property, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which individually or in the aggregate have had or could reasonably be expected to have would constitute a Material Adverse Effect. None of the property of the Borrower, the other Obligors Loan Parties or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any would constitute a Material Adverse Effect.

Property. All The Company and each of its Subsidiaries have -------- good and marketable title in fee simple to all of the Borrower’sreal property respectively owned by them, and good and marketable title to all of the other Obligors’ tangible properties and their respective Subsidiaries’ properties are assets respectively owned by them, free and clear of all Liens except (i) Liens for taxes not yet delinquent; (ii) Liens being contested in good repair and condition, subject to ordinary wear and tear, other than faith by appropriate proceedings (x) with respect to deferred maintenance existing as which Liens are described in Section 4.10 of the date Schedule); (iii) such imperfections of acquisition of title and encumbrances, if any, as do not materially detract from the value of, or materially interfere with the present use of, such property as permitted in this Section, property; and (yiv) where the failure for those listed in Section 4.10 of the properties Schedule, all of which will be released at or prior to the Merger Closing. Neither the Company nor any of its Subsidiaries has received notice of violation of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’szoning regulation, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate ordinance or other taxes law, order, regulation or assessments on requirement relating to real property owned or against any property of the Borrower, the other Obligors or their respective Subsidiaries leased by it which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could violation would reasonably be expected to have a Company Material Adverse Effect. The tangible personal property of the Company and its Subsidiaries that is material to the operation of the business of the Company and its Subsidiaries is fit for the use which is intended, free from any material defects and is in good operating condition and repair (ordinary wear and tear excepted). None of such material tangible personal property requires any repair or replacement except for maintenance or replacement in the ordinary course of business or replacement in accordance with the normal useful life for such tangible personal property. None of the Company or any of its Subsidiaries owns any material amounts of personal property that are obsolete or of below standard quality. None of the Borrower, material tangible personal property is located other than at the other Obligors locations of the Company or their respective any of its Subsidiaries set forth on Section 4.10 of the Schedule. No portion of the real property owned or leased by the Company or any of its Subsidiaries is now damaged subject to any pending condemnation proceeding or injured as a result proceeding by any Governmental Entity materially adverse to such property, and, none of the Company or any of its Subsidiaries knows of any firethreatened condemnation proceeding with respect to such property. The buildings, explosionplants, accidentimprovements, flood structures and fixtures on the real property owned or other casualty leased by the Company or any of its Subsidiaries, including, without limitation, heating, ventilation, mechanical, electrical, sewer, sprinkler and air conditioning systems, roof, foundation and floors, (i) have been properly maintained in all material respects, (ii) are in good operating condition in all material respects, ordinary wear and tear excepted, and are fit for the purposes for which they are being utilized, and (iii) are in accordance with all applicable laws, ordinances, rules and regulations applicable to the Company or any manner of its Subsidiaries or such property (including those relating to building, zoning, fire or health codes), except for such failures to be in accordance with such laws, ordinances, rules or regulations which individually or in the aggregate has have not had or could not reasonably be expected to have any a Company Material Adverse Effect, and neither the Company nor any of its Subsidiaries has received any notice alleging any such violation or requiring or calling attention to the need for any work, repairs, construction, alteration or installation on or in connection with such real property which has not been heretofore been complied with by the Company or its Subsidiaries.

Property. All Section 3.14(a) of the Borrower’sCompany Disclosure Schedule sets forth (i) the address of each parcel of real property owned by the Company or its Subsidiaries (“Company Owned Real Property”), (ii) the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as address or the airport location of the date of acquisition of such property as permitted in this Sectionall material leasehold or subleasehold estates, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate concessions or other taxes rights to use or assessments on occupy any land, buildings, structures, improvements, fixtures or against any other interests in real property of held by or for the Borrower, Company or its Subsidiaries (the other Obligors or their respective Subsidiaries which are delinquent“Company Leased Real Property”). Except as set forth in Schedule 6.1(eeSection 3.14(a) hereto, there are no pending eminent domain proceedings against any property of the BorrowerCompany Disclosure Schedule, the other Obligors Company or their respective its Subsidiaries have made available (or any part thereofwithin 10 Business Days following the date hereof will make available) to Parent correct and complete copies of all material instruments, andlicenses and agreements, together with all amendments, modifications, extensions and supplements thereto, granting to the knowledge of Company or its Subsidiaries, leasehold interests, concession or operating rights with respect to the BorrowerCompany Leased Real Property (each, no such proceedings are presently threatened or contemplated by any taking authority whicha “Lease”, in all such eventsand collectively, the “Leases”). Each Lease grants the tenant thereunder the exclusive right to use and occupy the premises and the tenant enjoys peaceful and undisturbed possession thereon, except as has not had and would not reasonably be expected to have, either individually or in the aggregate aggregate, a Material Adverse Effect on the Company. The Company and its Subsidiaries have not subleased, licensed or otherwise granted any person the right to use or occupy such Company Owned Real Property or Company Leased Real Property or any portion thereof. The Company and its Subsidiaries have such good, valid and marketable fee simple title to, or such legal, binding and valid rights by lease, license, other agreement or otherwise to use, all assets and properties (in each case, free and clear of all Encumbrances other than Permitted Encumbrances) necessary and desirable to enable the Company and its Subsidiaries to conduct their business as currently conducted, except as has not had or could and would not reasonably be expected to have a Material Adverse Effect. None of the property of the Borrowerhave, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which either individually or in the aggregate has aggregate, a Material Adverse Effect on the Company. All buildings, structures, fixtures and other improvements on the Company Owned Real Property and the Company Leased Real Property are in good condition and are in all material respects adequate to operate the business as currently conducted, except as have not had or could and would not reasonably be expected to have any have, either individually or in the aggregate, a Material Adverse EffectEffect on the Company. Except as set forth in the Leases, neither the Company nor its Subsidiaries owns, holds, has granted or is obligated under any option, right of first offer, right of first refusal or other contractual right to sell or dispose of the Company Owned Real Property or the Company Leased Real Property or any portion thereof or interest therein.

Property. All of the Borrower’s's, the other Obligors’ Guarantors' and their respective Subsidiaries’ ' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT GuarantorSection 6.20. The Borrower further has completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property as of the later of the date of the Borrower’s's, the Obligors’ Guarantors' or the applicable Subsidiary’s such Subsidiaries' purchase thereof or the date upon which such property was last security for Indebtedness of the Borrower, the Guarantors or such PersonsSubsidiary, including preparation of a “"Phase I” " report and, if appropriate, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors Guarantors or any of their respective Subsidiaries which are delinquentpayable by such Person (except only real estate or other taxes or assessments, that are not yet due and payable). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of the Borrower, the other Obligors Guarantors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrower or the Guarantors. None of the property of the Borrower, the other Obligors Guarantors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the business or financial condition of the Borrower or the Guarantors.

Property. All The Company and each of its Subsidiaries have good and marketable title in fee simple to all of the Borrower’sreal property respectively owned by them, and good title to all of the other Obligors’ tangible properties and their respective Subsidiaries’ properties are assets respectively owned by them, free and clear of all Liens except (i) Liens for taxes not yet delinquent; (ii) Liens being contested in good faith by appropriate proceedings (which Liens are described in SECTION 4.10 of the Schedule); (iii) such imperfections of title and encumbrances, if any, as do not materially interfere with the present use of such property; and (iv) for those listed in SECTION 4.10 of the Schedule ("PERMITTED LIENS"). Neither the Company nor any of its Subsidiaries has received written notice of material violation of any material zoning regulation, ordinance or other law, order, regulation or requirement relating to real property owned or leased by it. The tangible personal property of the Company and its Subsidiaries that is material to the operation of the business of the Company and its Subsidiaries is fit for the use which is intended, free from any material defects and is in good operating condition and repair and condition, subject to (ordinary wear and teartear excepted). None of the Company or any of its Subsidiaries owns any material amounts of personal property that are obsolete or of below standard quality. Since December 31, 1999, the Company has maintained its inventory at levels maintained in the ordinary course, consistent with past practice and taking into account the seasonality of its business. None of the material tangible personal property is located other than (x) with respect to deferred maintenance existing as at the locations of the date Company or any of acquisition of such property as permitted in this Section, and (y) where the failure its Subsidiaries or vendors set forth on SECTION 4.10 of the properties of any Subsidiary Schedule. No portion of the Borrower real property owned or leased by the Company or any Subsidiary of an Obligor its Subsidiaries is subject to be in good repair and condition has not had any pending condemnation proceeding or could not be reasonably expected proceeding by any Governmental Entity materially adverse to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereofproperty, and, to the knowledge Company's Knowledge, none of the BorrowerCompany or any of its Subsidiaries knows of any threatened condemnation proceeding with respect to such property. The buildings, no such proceedings plants, improvements, structures and fixtures on the real property owned or leased by the Company or any of its Subsidiaries, including, without limitation, heating, ventilation, mechanical, electrical, sewer, sprinkler and air conditioning systems, roof, foundation and floors, (i) are presently threatened or contemplated by any taking authority which, in good operating condition in all material respects, ordinary wear and tear excepted, and (ii) are in accordance in all material respects with all applicable laws, ordinances, rules and regulations applicable to the Company or any of its Subsidiaries or such eventsproperty, individually including those relating to building, zoning, fire or health codes, and, to the Company's Knowledge, neither the Company nor any of its Subsidiaries has received any notice alleging any such violation or requiring or calling attention to the need for any work, repairs, construction, alteration or installation on or in connection with such real property which has not been heretofore been complied with in all material respects by the aggregate have had Company or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectits Subsidiaries.

Property. All of the Borrower’s, the other Obligors’ 's and their respective its Subsidiaries’ properties ' and Investment Partnerships' Real Estate are in good repair condition and condition, working order subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted which is being corrected or repaired in this Section, and (y) where the failure ordinary course of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantorbusiness. The Borrower further has completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property owned or leased by the Borrower or its Subsidiaries or Investment Partnerships as of the later of the date of the Borrower’s's, the Obligors’ such Subsidiary's or the applicable Subsidiary’s such Investment Partnership's purchase thereof or the date upon which such property was last security for Indebtedness of the Borrower, such PersonsSubsidiary or such Investment Partnership, including preparation or updating of a “"Phase I” " report and, if appropriaterecommended by the "Phase I" report, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors Borrower or their respective any of its Subsidiaries or Investment Partnerships which are delinquentpayable by the Borrower or its Subsidiaries or Investment Partnerships (except only real estate or other taxes or assessments, that are not yet due and payable or are being protested as permitted by this Agreement). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of the Borrower, the other Obligors Borrower or their respective its Subsidiaries or Investment Partnerships or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrower. None of the property of the Borrower, the other Obligors Borrower or their respective its Subsidiaries or Investment Partnerships is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the business or financial condition of the Borrower.

Property. All Parent and its Subsidiaries have good, valid and, in the case of real property, marketable title to, or valid leasehold or sublease interests or other comparable Contract rights in or relating to, all of the Borrower’sreal property and other tangible assets used in or necessary for the conduct of their business as currently conducted, including good and valid title to all real property and other tangible assets reflected in the other Obligors’ latest audited financial statements included in the Parent SEC Filings as being owned by Parent and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, its Subsidiaries or acquired after the date thereof (other than (x) with respect to deferred maintenance existing as property sold or otherwise disposed of in the ordinary course of business since the date thereof), free and clear of acquisition of such property as permitted in this Section, all Liens except for Permitted Liens and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has Liens that have not had or could and would not reasonably be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such eventshave, individually or in the aggregate have aggregate, a Parent Material Adverse Effect. Parent and its Subsidiaries are collectively the lessee of all property material to the business of Parent and its Subsidiaries which is purported to be leased by Parent and its Subsidiaries and are in possession of such properties, and each lease for such property is valid and in full force and effect without default thereunder by the lessee or the lessor, except in each case as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect. Except as, individually or in the aggregate, has not had or could and would not reasonably be expected to have a Parent Material Adverse Effect. None , all items of equipment and other tangible assets owned by or leased to Parent and its Subsidiaries are sufficient for the uses to which they are being put, are in good and safe condition and repair (ordinary wear and tear excepted), and are sufficient for the conduct of the property business of Parent and its Subsidiaries in the manner in which such business is currently being conducted and is proposed to be conducted. Section 5.16 of the Borrower, the other Obligors Parent Disclosure Letter lists all material real property and any material interest in real property owned by Parent or their respective Subsidiaries is now damaged or injured as a result any of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectits Subsidiaries.

Property. All Section 3.14(a) of the Borrower’sCompany Disclosure Schedule sets forth (i) the address of each parcel of real property owned by the Company or its Subsidiaries (“ Company Owned Real Property ”), (ii) the address or the airport location of all material leasehold or subleasehold estates, and concessions or other Obligors’ rights to use or occupy any land, buildings, structures, improvements, fixtures or other interests in real property held by or for the Company or its Subsidiaries (the “ Company Leased Real Property ”). The Company or its Subsidiaries have made available (or within 10 business days following the date hereof will make available) to Parent correct and their respective complete copies of all material instruments, licenses and agreements, together with all amendments, modifications, extensions and supplements thereto, granting to the Company or its Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tearleasehold interests, other than (x) concession or operating rights with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this SectionCompany Leased Real Property (each, a “ Lease”, and (y) where collectively, the failure of “ Leases”). Each Lease grants the properties of any Subsidiary of tenant thereunder the Borrower or any Subsidiary of an Obligor exclusive right to be in good repair use and condition occupy the premises and the tenant enjoys peaceful and undisturbed possession thereof, except as has not had or could and would not reasonably be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect on either the Borrower or the REIT GuarantorCompany. The Borrower has completed Company and its Subsidiaries have not subleased, licensed or caused otherwise granted any person the right to use or occupy such Company Owned Real Property or Company Leased Real Property or any portion thereof. The Company and its Subsidiaries have such good, valid and marketable fee simple title to, or such legal, binding and valid rights by lease, license, other agreement or otherwise to use, all assets and properties (in each case, free and clear of all Encumbrances other than Permitted Encumbrances) necessary and desirable to enable the Company and its Subsidiaries to conduct their business as currently conducted, except as have not had and would not reasonably be completed an appropriate investigation of expected to have, either individually or in the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriateaggregate, a “Phase II” reportMaterial Adverse Effect on the Company. All buildings, structures, fixtures and other improvements on the Company Owned Real Property and the Company Leased Real Property are in each case prepared by good condition and are in all material respects adequate to operate the business as currently conducted, except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of Material Adverse Effect on the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentCompany. Except as set forth in Schedule 6.1(ee) heretothe Leases, there are no pending eminent domain proceedings against neither the Company nor its Subsidiaries owns, holds, has granted or is obligated under any property option, right of first offer, right of first refusal or other contractual right to sell or dispose of the Borrower, Company Owned Real Property or the other Obligors or their respective Subsidiaries Company Leased Real Property or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened portion thereof or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectinterest therein.

Property. All (i) Section 3.01(p)(i) of the Borrower’sCompany Disclosure Letter contains a correct and complete list of all Contracts (each, a “Company Real Property Lease”) under which the other Obligors’ and their respective Subsidiaries’ properties are in good repair and conditionCompany or any Subsidiary thereof is the tenant, subject to ordinary wear and tear, other than (x) subtenant or occupant with respect to deferred maintenance existing material real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any of its Subsidiaries (collectively, including the date improvements thereon, the “Company Leased Real Property”). The Company has made available to Parent a true and complete copy of acquisition of such property each Company Real Property Lease (including all exhibits, schedules, amendments and extensions thereto). Except as permitted has not had and would not reasonably be expected to have, individually or in this Sectionthe aggregate, a Material Adverse Effect, (A) each Company Real Property Lease is valid, binding and (y) where enforceable against the failure of Company or the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereofCompany party thereto, and, to the knowledge Knowledge of the BorrowerCompany, each other party thereto, (B) there is no such proceedings are presently threatened uncured default of any provision of any Company Real Property Lease by the Company or contemplated any of its Subsidiaries or, to the Knowledge of the Company, by any taking authority whichother party thereto, in all such events, individually and no event has occurred that with the lapse of time or in the aggregate have had giving of notice or could both would reasonably be expected to have constitute a Material Adverse Effect. None default thereunder by the Company or any of its Subsidiaries or, to the Knowledge of the property Company, by any other party thereto and (C) the Company’s or its Subsidiary’s possession and quiet enjoyment of the BorrowerCompany Leased Real Property has not been disturbed, and, to the Knowledge of the Company, there are no disputes with respect to the corresponding Company Real Property Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Company Real Property Lease or any material interest therein nor has the Company or any of its Subsidiaries subleased, licensed or otherwise granted any Person (other Obligors than another Subsidiary of the Company) a material right to use or their respective Subsidiaries is now damaged occupy any Company Leased Real Property or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectmaterial portion thereof.

Property. All SSTI or one of its Subsidiaries (each a “SSTI Property Owner”) owns fee simple title to each of the Borrower’sreal properties (or the applicable portion thereof) described in SSTI’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008 as being owned in fee, as adjusted to reflect purchases and sales since such date (collectively, the other Obligors’ and their respective Subsidiaries’ properties are “SSTI Properties”). Except as would not, individually or in good repair and conditionthe aggregate, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected likely to have a Material Adverse Effect on either with respect to SSTI, (i) the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation interests of the environmental condition SSTI Property Owners in SSTI Properties are good and marketable, and the same are owned free and clear of each Liens except for (A) Permitted Liens, (B) Property as Restrictions imposed or promulgated by Law or by any Governmental Authority and (C) such other Property Restrictions that are shown in any title insurance policy insuring SSTI’s or any of the later of the date of the Borrower’sits Subsidiaries’ fee simple to any SSTI Property, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses provided that such property is not in violation of the representations Permitted Liens and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent Property Restrictions are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such eventsnot, individually or in the aggregate have had or could aggregate, reasonably be expected likely to have a Material Adverse Effect. None Effect with respect to SSTI, (ii) except in the Ordinary Course, no SSTI Property requires any extraordinary capital expenditure by SSTI or any of its Subsidiaries, (iii) the execution and delivery of this Agreement by SSTI and Purchaser do not, and the performance of this Agreement by SSTI and Purchaser will not, violate any Lien on any SSTI Property, and (iv) as of the property date of this Agreement neither SSTI nor any of its Subsidiaries has granted any unexpired option agreements or rights of first refusal with respect to the Borrower, the purchase of a SSTI Property or any portion thereof or any other Obligors or their respective Subsidiaries is now damaged or injured as a result unexpired rights in favor of any firethird party to purchase or otherwise acquire a SSTI Property, explosionwhich, accidentin each case, flood or other casualty in any manner which individually or in would be accelerated by the aggregate has had or could reasonably be expected to have any Material Adverse EffectMerger.

Property. All Neither the Company nor any of the Borrower’s, Company Subsidiaries own or have owned any real property. The Company and the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than Company Subsidiaries (xa) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, good and valid leasehold interest in each case prepared by a recognized environmental engineer lease, free and clear of all Liens, except (i) Liens for Taxes that are not due and payable or that may thereafter be paid without interest or penalty (in each case, for which adequate reserves have been provided in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this AgreementGAAP), unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate (ii) mechanics’, carriers’, workmen’s, warehousemen’s, repairmen’s or other taxes like Liens arising or assessments on incurred in the ordinary course of business, (iii) zoning, building and other similar codes and regulations and (iv) Liens (other than Liens securing indebtedness for borrowed money), defects or against any property irregularities in title, easements, rights-of-way, covenants, restrictions, conditions, non-exclusive licenses granted in the ordinary course of the Borrower, the business and other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such eventssimilar matters that would not reasonably be expected to, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None aggregate, materially impair the continued use and operation of the property assets to which they relate in the business of the BorrowerCompany and the Company Subsidiaries as presently conducted (collectively, “Permitted Liens”), (b) have complied with the terms of all leases to which they are parties and under which they are in occupancy that are reflected in the Company Balance Sheet (other than leases that expired and were not renewed in the ordinary course of business) or were executed after the date thereof that are material to the business of the Company and the Company Subsidiaries, taken as a whole, and all such leases are in full force and effect, subject to proper authorization and execution of each such lease by the other party thereto and the application of any bankruptcy or other creditor’s rights laws, and (c) are not in breach or default under any such leases, and to knowledge of the Company, no event has occurred or circumstance exists which, with the delivery of notice, the other Obligors passage of time or their respective Subsidiaries is now damaged both, would constitute such a breach or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectdefault.

Property. All First Charter or one of its Subsidiaries (a) has fee simple title to all the properties and assets reflected in the latest audited balance sheet included in such First Charter SEC Reports as being owned by First Charter or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property taxes not yet delinquent, (iii) easements, rights of way and other similar encumbrances and matters of record that do not materially adversely affect the use of the Borrower’sproperties or assets subject thereto or affected thereby as used by First Charter on the date hereof or otherwise materially impair business operations at such properties, as conducted by First Charter on the date hereof and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as used by First Charter on the date hereof (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such First Charter SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the other Obligors’ “Real Property”), free and their respective clear of all Liens of any nature whatsoever encumbering First Charter’s or one of its Subsidiaries’ leasehold estate, except for Permitted Encumbrances, and except as set forth on Section 3.17 of the First Charter Disclosure Schedule, is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the First Charter or one of its Subsidiaries or, to First Charter’s knowledge, the lessor. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, tear and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takencasualty excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of First Charter, threatened condemnation proceedings against the BorrowerReal Property. First Charter and its Subsidiaries are in material compliance with all applicable health and safety related requirements for the Real Property, no including those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970. First Charter currently maintains (or causes to be maintained) insurance on all its property, including the Real Property in amounts, scope and coverage reasonably necessary for its operations. First Charter has not received any notice of termination, nonrenewal or premium adjustment for such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectpolicies.

Property. All of the Borrower’s's, the other Obligors’ Guarantors' and their respective Subsidiaries’ ' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT GuarantorSection 6.20. The Borrower further has completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property as of the later of the date of the Borrower’s's, the Obligors’ Guarantors' or the applicable Subsidiary’s such Subsidiaries' purchase thereof or the date upon which such property was last security for Indebtedness of the Borrower, the Guarantors or such PersonsSubsidiary, including preparation of a “"Phase I” " report and, if appropriate, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors Guarantors or any of their respective Subsidiaries which are delinquentpayable by such Person (except only real estate or other taxes or assessments, that are not yet due and payable). Except as set forth in Schedule 6.1(ee) 6.20 hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors Guarantors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrower or the Guarantors. None of the property of the Borrower, the other Obligors Guarantors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.which

Property. All of the Borrower’s's, the other Obligors’ ' and their respective Subsidiaries’ ' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s's, the Obligors’ ' or the applicable Subsidiary’s 's purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Administrative Agent and remediation actions satisfactory to Administrative Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent, except those not required to be paid pursuant to Section 7.6. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.

Property. All of the Borrower’s, the other ObligorsLoan Parties’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to (i) deferred maintenance existing as of the date of acquisition of such property as permitted in this SectionSection 4.19, (ii) Projects currently under development and (yiii) where the failure of the defects relating to properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has other than Subject Properties which would not had or could not be reasonably expected to have constitute a Material Adverse Effect on either the Borrower or the REIT GuarantorEffect. The Borrower has Loan Parties further have completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property as of the later of (a) the approximate date of the Borrower’s, the ObligorsLoan Parties’ or the applicable Subsidiary’s such Subsidiaries’ purchase thereof or (b) the approximate date upon which such property was last security for Indebtedness of such PersonsBorrower or such Subsidiary if such financing was not closed on or about the date of the acquisition of such property to the extent such an investigation was required by the applicable lender, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer consultant in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation as to Subject Properties has been disclosed in writing to the Administrative Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors any Loan Party or any of their respective Subsidiaries which are delinquentpayable by such Person (except only real estate or other taxes or assessments, that are not yet due and payable). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereofSubject Property, and, to the best knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which individually or in the aggregate have had or could reasonably be expected to have would constitute a Material Adverse Effect. None of the property of the Borrower, the other Obligors Loan Parties or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any would constitute a Material Adverse Effect. The Projects owned by Parent, each of the other Loan Parties and their respective Subsidiaries as of the date hereof, are set forth on Schedule 4.19 hereto.

Property. All of the Borrower’s, the other ObligorsLoan Parties’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to (i) deferred maintenance existing as of the date of acquisition of such property as permitted in this SectionSection 4.19, (ii) Projects currently under development and (yiii) where defects relating to properties other than the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has Subject Property which would not had or could not be reasonably expected to have constitute a Material Adverse Effect on either the Borrower or the REIT GuarantorEffect. The Borrower has Loan Parties further have completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property as of the later of (a) the approximate date of the Borrower’s, the ObligorsLoan Parties’ or the applicable Subsidiary’s such Subsidiaries’ purchase thereof or (b) the approximate date upon which such property was last security for Indebtedness of such PersonsBorrower or such Subsidiary if such financing was not closed on or about the date of the acquisition of such property to the extent such an investigation was required by the applicable lender, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer consultant in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation as to the Subject Property has been disclosed in writing to the Administrative Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors any Loan Party or any of their respective Subsidiaries which are delinquentpayable by such Person (except only real estate or other taxes or assessments, that are not yet due and payable). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereofSubject Property, and, to the best knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which individually or in the aggregate have had or could reasonably be expected to have would constitute a Material Adverse Effect. None of the property of the Borrower, the other Obligors Loan Parties or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any would constitute a Material Adverse Effect. The Projects owned by Parent, each of the other Loan Parties and their respective Subsidiaries as of the date hereof, are set forth on Schedule 4.19 hereto.

Property. All of the Borrower’sFor all Products and deliverables created under this Purchase Order involving developmental or research activities, the other Obligors’ Seller hereby assigns and their respective Subsidiaries’ properties are in good repair and condition, subject transfers to ordinary wear and tear, other than (x) with respect NEPHRON all rights to deferred maintenance existing as of the date of acquisition of such property as permitted in this Sectionpossession of, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair all right, title, and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Personsinterest, including preparation of a all patent, copyright, trademark, trade secret and other proprietary and intellectual property rights (“Phase I” report and, if appropriate, a “Phase II” reportIntellectual Property Rights”) in and to such work products and deliverables created under this Purchase Order, in each case prepared by a recognized environmental engineer whatever form or medium captured, and in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreementto all physical and electronic materials, unless such violation has been disclosed in writing papers, and documents (including drawings), hereinafter referred to the Agent as “Works,” and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrowercopies, the other Obligors or their respective Subsidiaries abstracts, and summaries thereof, which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors developed or their respective Subsidiaries conceived or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured which may come into Seller’s possession as a result of fulfilling obligations under this Purchase Order. Seller shall promptly disclose to NEPHRON any fireWorks known to Seller and all such Works shall be deemed to be “works made for hire” exclusively for NEPHRON, explosionwith NEPHRON having sole ownership of such Works and the sole right to obtain and to hold in its own name any Intellectual Property Rights therein and thereto. Seller hereby agrees to give NEPHRON or any person designated by NEPHRON at NEPHRON’s expense, accidentall reasonable assistance required to perfect the rights hereinabove defined. Seller shall cooperate (and cause its employees to cooperate) in executing an enforceable agreement with Seller prior to their engagement in any Works, flood which agreement includes appropriate confidentiality, assignment of work product and invention provisions to effectuate the provisions of this Purchase Order. Notwithstanding the foregoing provisions, NEPHRON’s ownership rights do not apply or extend to any of the following (collectively, the “Seller Property”): (i) any methodologies, methods of analysis, ideas, concepts, know-how, models, tools, techniques, skills, knowledge and experience or other casualty materials or property owned or licensed by Seller before the provision of the Services under this Purchase Order; (ii) any improvements or other modifications to any of the foregoing that Seller creates during the generation of Product under this Purchase Order without the use of any of NEPHRON’s Confidential Information or Intellectual Property Rights; or (iii) any of the Intellectual Property Rights in or to any of the items described in the preceding clauses (i) and (ii). All right, title, and interest in and to the Seller Property is and shall remain in Seller, and Seller shall not be restricted in any manner which individually way with respect to the Seller Property. However, if the Purchase Order does not involve developmental or research activities, but the Works covered by it are to be produced in accordance with drawings or specifications furnished by NEPHRON, Seller hereby grants to NEPHRON a perpetual, irrevocable, worldwide, non-exclusive and royalty-free license with the right to grant sublicenses, to make, have made, use and sell any improvement in the aggregate has had goods which is conceived, developed or could reasonably be expected reduced to have any Material Adverse Effectpractice by Seller in the production of the Works under this Agreement.

Property. All of the Borrower’s's, the other Obligors’ ' and their respective Subsidiaries’ ' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s's, the Obligors’ ' or the applicable Subsidiary’s 's purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.

Property. All of the Borrower’sWRP's, the other Obligors’ Bond Issuer's Highlands' and their respective Subsidiaries’ ' properties (including without limitation Phase I of the Development) are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this SectionSection 4.21. Without limiting the foregoing, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition WRP has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental physical condition of each Property such property as of the later of the date of the Borrower’s, the Obligors’ WRP's or the applicable Subsidiary’s such other Person's purchase thereof or the date upon which such property was last security for Indebtedness of WRP or such PersonsPerson, including without limitation an analysis of the structural condition and existence of any material deferred maintenance, and such property is in good condition, order and repair, and any material deferred maintenance existing as of the date of acquisition of such property has been corrected or satisfactory remediation actions are being taken. WRP further has completed an appropriate investigation of the environmental condition of each such property as of the later of the date of WRP's or such other Person's purchase thereof or the date upon which such property was last security for Indebtedness of WRP or such Person, including preparation of a “"Phase I” " report and, if appropriate, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Reimbursement Agreement, unless such violation has been disclosed in writing to the Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the BorrowerWRP, the other Obligors Bond Issuer, Highlands or any of their respective Subsidiaries (including without limitation Phase I of the Development) which are payable by WRP, the Bond Issuer, Highlands or their respective Subsidiaries which (except only real estate or other taxes or assessments, that are delinquentnot yet due and payable). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against the Development or any property of the BorrowerWRP, the other Obligors Bond Issuer, Highlands or their respective Subsidiaries or any part thereof, and, to the knowledge of the BorrowerAccount Parties, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of WRP, the Bond Issuer or Highlands. None of the Development, Phase I of the Development or any other property of the BorrowerWRP, the other Obligors Bond Issuer, Highlands or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the business or financial condition of WRP, the Bond Issuer or Highlands.

Property. All Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (A) the Company or a Subsidiary thereof has good, valid and marketable title to all real property owned by the Company and its Subsidiaries (the “Company Owned Real Property”) and all other material assets owned by the Company and its Subsidiaries, in each case, free and clear of the Borrower’sall Liens, the other Obligors’ and their respective Subsidiaries’ properties except Permitted Liens (as hereinafter defined); (B) there are in good repair and conditionno leases, subject subleases, occupancy agreements, options to ordinary wear and tear, other than (x) purchase or rights of first refusal with respect to deferred maintenance existing as the Company Owned Real Property; (C) each Company Owned Real Property has direct access to a public road and utilities and services adequate for the operation of each facility provided via public roads or permanent irrevocable easement benefiting such property; (D) the Company or one of its Subsidiaries has a good and valid leasehold interest in each real property leased by the Company and its Subsidiaries (the “Company Leased Property”); (E) to the Company’s knowledge, (1) the Company or one of its Subsidiaries has the right to use and occupancy of the date Company Leased Property for the full term of acquisition the lease or sublease relating thereto, (2) each such lease or sublease is a legal, valid and binding agreement, enforceable in accordance with its terms, of such property as permitted in this Sectionthe Company or a Subsidiary thereof and of the other parties thereto and there is no, nor has the Company or any of its Subsidiaries received notice of, any default (or any condition or event, which, after notice or a lapse of time or both could constitute a default thereunder), and (y3) where neither the failure Company nor any of its Subsidiaries has assigned its interest under any such lease or sublease or sublet any part of the properties of premises covered thereby or exercised any Subsidiary of the Borrower option or right thereunder or mortgaged or otherwise encumbered any Subsidiary of an Obligor to be interest in good repair any such lease or leasehold; and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee(F) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of the BorrowerCompany, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.condemnation

Property. All Vantage or one of its Subsidiaries (a) has fee simple title to all the real property assets reflected in the latest audited balance sheet included in the Vantage SEC Reports as being owned by Vantage or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Vantage Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property taxes not yet delinquent, (iii) easements, rights of way and other similar encumbrances and matters of record that do not materially adversely affect the use of the Borrower’sproperties or assets subject thereto or affected thereby as used by Vantage on the date hereof or otherwise materially impair business operations at such properties, as conducted by Vantage on the date hereof and (iv) Permitted Encumbrances, and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Vantage SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Vantage Leased Properties” and, collectively with the Vantage Owned Properties, the other Obligors’ “Vantage Real Property”), free and their respective clear of all Liens of any nature whatsoever encumbering Vantage’s or its Subsidiaries’ leasehold estate, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by Vantage or one of its Subsidiaries or, to Vantage’s knowledge, the lessor. The Vantage Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Vantage Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, tear and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takencasualty excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of Vantage, threatened condemnation proceedings against the BorrowerVantage Real Property. Vantage and its Subsidiaries are in material compliance with all applicable health and safety related requirements for the Vantage Real Property, no such proceedings are presently threatened or contemplated by any taking authority whichincluding those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970.Vantage currently maintains insurance on all its property, including the Vantage Real Property, in all amounts, scope and coverage reasonably necessary for its operations. Vantage has not received any notice of termination, nonrenewal or material premium adjustment for such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectpolicies.

Property. All Xxxxx agrees to buy and Xxxxxx agrees to sell that certain parcel(s) of real property situate in the Village of /Town of , County of Allegany, State of New York, commonly known as and being all of current Village/Town/City tax map parcel # _, together with all improvements thereon and fixtures and articles of personal property now attached or appurtenant to the property and owned by Seller, together with all easements and rights-of-way, if any, benefitting and/or appurtenant thereto, and all right, title, and interest of Seller in and to any land lying in the bed of any highway, street, road, or avenue, opened or proposed, in front of or abutting or adjoining said real property, constituting approximately acres (all of the Borrower’sforegoing real property, easements, rights- of-way, and right, title, and interest, are referred to herein collectively as the other Obligors’ "Premises"). In the event any personal property should be included, such shall be limited to whatever personal property is located at the Premises and their respective Subsidiaries’ properties are in good repair shall be transferred by Seller to Buyer by a quitclaim bill of sale and condition, be subject to ordinary wear the “As Is” provision set forth below. THE FOLLOWING ITEMS ARE INCLUDED ONLY IF PHYSICALLY ATTACHED TO THE PREMISES: Mirrors, stoves, ovens, dishwashers, trash compactors, shelving, and tearair conditioning (except window units), other than (xcabinets, humidifiers, and dehumidifiers. Xxxxx hereby agrees and acknowledges to accept sole responsibility for and shall hereafter defend, indemnify, and hold Seller harmless as to the filing of any required sales tax return(s) as well as any payment of any sales tax(es) owed with respect regard to deferred maintenance existing as the purchase THIS AGREEMENT INCLUDES ENUMERATED PARAGRAPHS Page of the date SELLER INITIALS: BUYER INITIALS: and sale of acquisition of such personal property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantorcontemplated herein. The Borrower has completed or caused to be completed an appropriate investigation terms of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectprovision shall survive Closing.

Property. All of the Borrower’s's, the other Obligors’ Guarantors' and their respective Crescent OP's Subsidiaries’ properties ' Real Estate are in good repair condition and condition, working order in all material respects subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted which is being corrected or repaired in this Section, and (y) where the failure ordinary course of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantorbusiness. The Borrower has completed or caused to be and Crescent OP have completed an appropriate investigation of the environmental condition of each Property such property owned or leased by the Borrower, the Guarantor and Crescent OP's Subsidiaries as of the later of the date of the Borrower’s's, the Obligors’ Guarantor's or the applicable such Subsidiary’s 's purchase thereof or the date upon which such property was last security for Indebtedness of the Borrower, the Guarantor or such PersonsSubsidiary, including preparation or updating of a “"Phase I” " report and, if appropriaterecommended by the "Phase I" report, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation (or with respect to properties of Crescent OP and its Subsidiaries (other than those of Borrower and the Subsidiary Guarantors), not in violation in any material respect) of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors Guarantor or their respective any of Crescent OP's Subsidiaries which are delinquentpayable by the Borrower, the Guarantor or such Subsidiary (except only real estate or other taxes or assessments, that are not yet due and payable or are being contested as permitted by this Agreement). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of the Borrower, the other Obligors Guarantor or their respective its Subsidiaries or any part thereof, and, to the knowledge of the BorrowerBorrower and the Guarantor, no such proceedings are presently threatened or contemplated by any taking authority which, which in all any such events, individually case or in the aggregate have has had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors Guarantor or their respective Crescent OP's Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any a Material Adverse Effect. Neither the Borrower nor any Subsidiary Guarantor is in default under any ground lease relating to any of the Properties after expiration of any grace or notice and cure period provided therein.

Property. All (a) Section 5.16(a) of the Borrower’s, Company Disclosure Letter contains a correct and complete list by address and legal description of the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing Company Owned Real Estate as of the date hereof. (i) Neither the Company nor any of acquisition of such property as permitted in this Section, and (y) where its Subsidiaries lease or grant any person the failure right to use or occupy all or any part of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’sCompany Owned Real Estate, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except than as set forth in Schedule 6.1(eeSection 5.16(a)(i) heretoof the Company Disclosure Letter, (ii) neither the Company nor any of its Subsidiaries has granted any person an option, right of first offer, or right of first refusal to purchase such Company Owned Real Estate or any portion thereof or interest therein, (iii) neither the Company nor any of its Subsidiaries has received written notice of any pending, or to the knowledge of the Company threatened, condemnation proceeding affecting any Company Owned Real Estate or any portion thereof or interest therein, (iv) no portion of the Company Owned Real Estate is in violation of any Law, and there are no presently outstanding and uncured notices of violation of any Law, (v) there is no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of the BorrowerCompany, threatened action, suit, proceeding or investigation, against or affecting the Company or the Company Owned Real Estate, in any court or before or any Governmental Entity, except as set forth in Section 5.16(a)(v) of the Company Disclosure Letter, (vi) no public improvements (other than those which are physically complete as of the date of this Agreement), for which the Company Owned Real Estate could be assessed, have been ordered to be made; no assessments for public improvements have been levied or made against the Company Owned Real Estate which remain unpaid; and all such assessments which have been or could be levied for public improvements ordered, commenced or completed prior to the date of this Agreement have been paid for in full by the Company, (vii) the Company or one of its Subsidiaries has good and marketable fee simple title to the Company Owned Real Estate, (viii) each piece of Company Owned Real Estate constitutes a separate tax parcel and is separately assessed for real estate Tax purposes, (ix) no portion of the Company Owned Real Estate is the subject of any abatement, reduction, deferral or “roll back” with regard to real estate Taxes, nor any other Contract whereby the Company Owned Real Estate may be subject to the imposition of real estate Taxes after the date of this Agreement on account of periods of time prior to the date of this Agreement, (x) all real estate Taxes currently due and payable with respect to the Company Owned Real Estate have been paid; there is no proceeding pending for the adjustment of the assessed valuation of all or any portion of the Company Owned Real Estate for real estate Tax purposes; the Company Owned Real Estate has been assessed and real estate Taxes have been paid on the basis of the value of all improvements as completed, (xi) except as set forth in Section 5.16(a)(xi) of the Disclosure Letter, no such proceedings portion of the Company Owned Real Estate is located within a flood hazard area, (xii) no portion of the Company Owned Real Estate constitutes wetlands, (xiii) no impact fees have been imposed, assessed or levied against the Company Owned Real Estate prior to the date of this Agreement; no impact fees are presently threatened or contemplated by any taking authority whichGovernmental Entity to be imposed, assessed or levied against the Company Owned Real Estate and any such impact fees imposed, assessed or levied upon the Company Owned Real Estate prior to date of this Agreement have been paid for in full by the Company, or the Company has created adequate reserves therefor, (xiv) the buildings and other improvements on the Company Owned Real Estate are structurally sound; the mechanical, electrical and plumbing systems thereon are in proper working order; the roof on said buildings is water-tight and has an expected remaining life of at least five (5) years; and the buildings and other improvements on the Company Owned Real Estate are in material compliance with all applicable Laws, and will be in such eventscompliance upon the occupancy thereof by one or more occupants, individually (xv) the Company Owned Real Estate is the only real estate owned by Company or in any of its Subsidiaries, and (xvi) there are no leases, licenses or occupancy agreements affecting the aggregate have had or could reasonably be expected to have a Material Adverse EffectCompany Owned Real Estate, other than the Leases. None Neither the Company nor any of the property of the Borrower, the other Obligors or their respective its Subsidiaries is now damaged a party to any agreement or injured as a result of option to purchase any fire, explosion, accident, flood real property or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectinterest therein.

Property. All of the Borrower’s's, its Subsidiaries' and the other Obligors’ and their respective Subsidiaries’ Operating Companies' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower further has completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property as of the later of the date of the Borrower’s, the Obligors’ 's or the applicable Subsidiary’s such Subsidiaries' or Operating Companies' purchase thereof or the date upon which such property was last security for Indebtedness of the Borrower or such PersonsSubsidiary or Operating Company, including preparation of a “"Phase I” " report and, if appropriate, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors any of its Subsidiaries or their respective Subsidiaries any Operating Company which are delinquentpayable by such Person (except only real estate or other taxes or assessments, that are not yet due and payable). Except as set forth in Schedule 6.1(ee) SCHEDULE 6.20 hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors its Subsidiaries or their respective Subsidiaries any Operating Company or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrower. None of the property of the Borrower, the other Obligors its Subsidiaries or their respective Subsidiaries any Operating Company is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the business or financial condition of the Borrower.

Property. All CB or Cornerstone Bank (a) has fee simple title to the real properties reflected on Section 3.17 of the Borrower’sCB Disclosure Schedule (the “Owned Properties”), the other Obligors’ free and their respective Subsidiaries’ properties are in good repair clear of all liens, pledges, charges, security interests and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties similar encumbrances of any Subsidiary nature whatsoever (“Liens”), except (i) statutory Liens securing payments not yet due, (ii) Liens for real property taxes not yet delinquent, (iii) easements, rights of the Borrower or any Subsidiary way and other similar encumbrances and matters of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andrecord that, to the knowledge of CB and Cornerstone Bank, do not materially and adversely affect the Borroweruse of the properties or assets subject thereto or affected thereby as used by CB or Cornerstone Bank, as applicable, on the date hereof or otherwise materially impair business operations at such properties, as conducted by CB or Cornerstone Bank, as applicable, on the date hereof and (iv) such imperfections or irregularities of title or Liens as, to the actual knowledge of CB and Cornerstone Bank, do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as used by CB or Cornerstone Bank, as applicable, on the date hereof (collectively, “Permitted Encumbrances”), and (b) is the lessee of all real property leasehold estates reflected on Section 3.17 of the CB Disclosure Schedule (the “Leased Properties” and, collectively with the Owned Properties, the “Real Property”), free and clear of all Liens of any nature whatsoever encumbering the leasehold estate therein of CB or Cornerstone Bank, as applicable, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by CB or Cornerstone Bank, or, to CB’s or Cornerstone Bank’s knowledge, the lessor. To the knowledge of CB and Cornerstone Bank, the Real Property is in material compliance with, and neither CB nor Cornerstone Bank has received any notice of any violation of, applicable zoning laws and building codes regarding the Real Property and the building and improvements located thereon. To the knowledge of CB and Cornerstone Bank, the buildings and improvements located on the Real Property are in good operating condition and in a state of good working order, ordinary wear and tear and casualty excepted. There are no such pending or, to the knowledge of CB or Cornerstone Bank, threatened condemnation proceedings against the Real Property. To the knowledge of CB or Cornerstone Bank, CB or Cornerstone Bank, as applicable, are presently threatened or contemplated by any taking authority whichin material compliance with all applicable health and safety related requirements for the Real Properties, including those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970. Each of CB and Cornerstone Bank currently maintains insurance on all its real property, including the Owned Properties, in all amounts, scope and coverage reasonably necessary for its operations and, with respect to the Leased Properties, in compliance with its obligations under the leases for the leases for the Leased Properties. Neither CB nor Cornerstone Bank has received any notice of termination, nonrenewal or material premium adjustment for such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectpolicies.

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any - 52 - fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.

Property. All Section 3.14(a) of the Borrower’sCompany Disclosure Schedule sets forth (i) the address of each parcel of real property owned by the Company or its Subsidiaries (“Company Owned Real Property”), (ii) the address or the airport location of all material leasehold or subleasehold estates, and concessions or other Obligors’ rights to use or occupy any land, buildings, structures, improvements, fixtures or other interests in real property held by or for the Company or its Subsidiaries (the “Company Leased Real Property”). The Company or its Subsidiaries have made available (or within 10 business days following the date hereof will make available) to Parent correct and their respective complete copies of all material instruments, licenses and agreements, together with all amendments, modifications, extensions and supplements thereto, granting to the Company or its Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tearleasehold interests, other than (x) concession or operating rights with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this SectionCompany Leased Real Property (each, a “Lease”, and (y) where collectively, the failure of “Leases”). Each Lease grants the properties of any Subsidiary of tenant thereunder the Borrower or any Subsidiary of an Obligor exclusive right to be in good repair use and condition occupy the premises and the tenant enjoys peaceful and undisturbed possession thereof, except as has not had or could and would not reasonably be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect on either the Borrower or the REIT GuarantorCompany. The Borrower has completed Company and its Subsidiaries have not subleased, licensed or caused otherwise granted any person the right to use or occupy such Company Owned Real Property or Company Leased Real Property or any portion thereof. The Company and its Subsidiaries have such good, valid and marketable fee simple title to, or such legal, binding and valid rights by lease, license, other agreement or otherwise to use, all assets and properties (in each case, free and clear of all Encumbrances other than Permitted Encumbrances) necessary and desirable to enable the Company and its Subsidiaries to conduct their business as currently conducted, except as have not had and would not reasonably be completed an appropriate investigation of expected to have, either individually or in the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriateaggregate, a “Phase II” reportMaterial Adverse Effect on the Company. All buildings, structures, fixtures and other improvements on the Company Owned Real Property and the Company Leased Real Property are in each case prepared by good condition and are in all material respects adequate to operate the business as currently conducted, except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of Material Adverse Effect on the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentCompany. Except as set forth in Schedule 6.1(ee) heretothe Leases, there are no pending eminent domain proceedings against neither the Company nor its Subsidiaries owns, holds, has granted or is obligated under any property option, right of first offer, right of first refusal or other contractual right to sell or dispose of the Borrower, Company Owned Real Property or the other Obligors or their respective Subsidiaries Company Leased Real Property or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened portion thereof or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectinterest therein.

Property. All of the Borrower’s's, the other Obligors’ ' and their respective Subsidiaries’ ' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s's, the Obligors’ ' or the applicable Subsidiary’s 's purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “"Phase I” " report and, if appropriate, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective 'Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect. Notwithstanding the foregoing in this Section 6.1(ee), certain environmental matters have been disclosed to Agent and the Lenders on Schedule 6.1(p) and there may be a limited number of Properties for which no Phase I reports have been obtained or located but the result of any such matters, individually or in the aggregate, have not had and could not reasonably be expected to have any Material Adverse Effect.

Property. All (a) Except as set forth on Section 3.20(a) of the Borrower’sSouth Disclosure Schedule, South, South Bank or a South Subsidiary (i) owns all of the other Obligors’ material personal property and their respective Subsidiaries’ properties are assets purported to be owned by it as set forth in good repair and condition, subject to ordinary wear and tear, other than the latest audited balance sheet included in the South Financial Statements as being owned by South or a South Subsidiary or acquired after the date thereof (except (x) with respect to deferred maintenance existing as property and assets sold or otherwise disposed of since the date thereof in the ordinary course of acquisition of such property as permitted in this Section, business and (y) where property or assets related to real property categorized as “other real estate owned” in the failure latest audited balance sheet included in the South Financial Statements), free and clear of the properties of any Subsidiary of the Borrower all Liens, except (A) statutory Liens or any Subsidiary of an Obligor to be Liens otherwise imposed by Law securing payments not yet delinquent or being contested in good repair faith, (B) Liens for property Taxes and condition has assessments not had yet delinquent or could being contested in good faith for which adequate reserves have been established in accordance with GAAP, (C) Liens reflected on the South Financial Statements, (D) any Liens that would not reasonably be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect on either South, (E) as to any leased assets or properties, rights of the Borrower lessors thereof, (F) easements, rights of way and other encumbrances and matters of record that do not materially affect the use of the properties or assets subject thereto for the REIT Guarantor. The Borrower has completed business operations at such properties as currently conducted, (G) matters that would be disclosed by a current survey and inspection, (H) any and all leases of property by South, South Bank or caused a South Subsidiary to a third party, and (I) such other imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto for the business operations at such properties as currently conducted (collectively, “Permitted Encumbrances”), and (ii) is the lessee of all material personal property purported to be completed an appropriate investigation of leased by it as reflected in the environmental condition of each Property as of the later of latest audited financial statements included in such South Financial Statements or leased after the date of thereof (except for leases that have expired by their terms since the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase date thereof or otherwise been terminated in the date upon which ordinary course of business), free and clear of all Liens, except for Permitted Encumbrances, and to South’s knowledge there is no default by the lessor or lessee under the leases of such property was last security for Indebtedness of such Personsthat would reasonably be expected to have, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, either individually or in the aggregate have had or could reasonably be expected to have aggregate, a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse EffectEffect on South.

Property. All of the Borrower’s, the other Obligors’ Loan Parties' and their respective Subsidiaries’ ' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to (i) deferred maintenance existing as of the date of acquisition of such property as permitted in this SectionSection 4.19, (ii) Projects currently under development and (yiii) where the failure of the defects relating to properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has other than Subject Properties which would not had or could not be reasonably expected to have constitute a Material Adverse Effect on either the Borrower or the REIT GuarantorEffect. The Borrower has Loan Parties further have completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property as of the later of (a) the approximate date of the Borrower’s, the Obligors’ Loan Parties' or the applicable Subsidiary’s such Subsidiaries' purchase thereof or (b) the approximate date upon which such property was last security for Indebtedness of such PersonsBorrower or such Subsidiary if such financing was not closed on or about the date of the acquisition of such property to the extent such an investigation was required by the applicable lender, including preparation of a “"Phase I” " report and, if appropriate, a “"Phase II” " report, in each case prepared by a recognized environmental engineer consultant in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation as to Subject Properties has been disclosed in writing to the Administrative Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors any Loan Party or any of their respective Subsidiaries which are delinquentpayable by such Person (except only real estate or other taxes or assessments, that are not yet due and payable). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereofSubject Property, and, to the best knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which individually or in the aggregate have had or could reasonably be expected to have would constitute a Material Adverse Effect. None of the property of the Borrower, the other Obligors Loan Parties or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any would constitute a Material Adverse Effect. The Projects owned by Parent, each of the other Loan Parties and their respective Subsidiaries as of the date hereof, are set forth on Schedule 4.19 hereto.

Property. All Subject to the terms and conditions hereinafter set forth and contained in the Lease Supplement relating to the Property, Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Property. Subject to the conditions set forth in the Participating Agreement, including without limitation the satisfaction or waiver of the Borrower’sconditions set forth in Section 6 thereof, Lessor hereby covenants and agrees to acquire and to accept pursuant to the terms of the Participation Agreement delivery on the Property Closing Date of the Land together with any Improvements thereon and simultaneously to demise and lease to Lessee hereunder for the Term, Lessor's interest in such Land and in such Improvements together with any Improvements which thereafter may be constructed on such Land by the Construction Agent pursuant to the Construction Agency Agreement and any Modifications to the Property made pursuant to this Lease, and Lessee hereby agrees, expressly for the direct benefit of Lessor, to lease from Lessor for the Term (subject to Lessee's right to purchase the Property from Lessor prior to the expiration thereof), Lessor's interest in such Land and in such Improvements together with any Improvements and Modifications which thereafter may be constructed on such Land pursuant to the Construction Agency Agreement and this Lease. Lessee's delivery of each Requisition requesting the advance of funds by Lessor to acquire the Land and any Improvements thereon and any Improvements which thereafter may be constructed thereon pursuant to the Construction Agency Agreement, respectively, shall, without further act, constitute the acceptance by Lessee of all of the Land and/or Improvements which is the subject of such Requisition submitted by Lessee to Lessor for all purposes of this Lease and the other Obligors’ Operative Agreements on the terms set forth therein and their respective Subsidiaries’ properties are herein, and that such Land, together with any 6 2 Improvements constructed on such Land pursuant to the Construction Agency Agreement, shall be deemed to be included in good repair the leasehold estate of this Lease and condition, shall be subject to ordinary wear the terms and tear, other than (x) with respect to deferred maintenance existing conditions of this Lease as of the date of acquisition of Funding Date relating to such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse EffectRequisition.

Property. All of the Borrower’s's, the other Obligors’ ' and their respective Subsidiaries’ ' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s's, the Obligors’ ' or the applicable Subsidiary’s 's purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect. Notwithstanding the foregoing in this Section 6.1(ee), certain environmental matters have been disclosed to Agent and the Lenders on Schedule 6.1(p) and there may be a limited number of Properties for which no Phase I reports have been obtained or located but the result of any such matters, individually or in the aggregate, have not had and could not reasonably be expected to have any Material Adverse Effect.

Property. All Each Store in which Acquiror will assume the real estate lease hereunder is listed on Schedule 3.8 (together with the Owned Store, the "ACQUIRED STORES"). With respect to any real estate lease underlying an Acquired Store (each, a "STORE LEASE" and together, the "STORE LEASES"), a true and complete copy of each such Store Lease has been delivered to the Acquiror. With respect to each Store Lease, (a) the Store Lease has been validly executed and delivered by the Company or the Operating Subsidiary, as the case may be, and by the other party or parties thereto and is a binding agreement; (b) the Company or the Operating Subsidiary, as the case may be, is not, and no other party to the Store Lease is, in material breach or material default, and, no event has occurred on the part of the Borrower’sCompany or the Operating Subsidiary, as the case may be, or on the part of any other party which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration under the Store Lease; (c) upon the assumption of the Store Lease by Acquiror as contemplated by Section 1.5(b), except as set forth on Schedule 3.8, the Store Lease will continue to be binding on the Acquiror and the Landlord in accordance with its terms immediately following the Closing Date; (d) the Company or the Operating Subsidiary, as the case may be, has not repudiated and no other Obligors’ party to the Store Lease has repudiated any provision thereof; (e) there are no material disputes, oral agreements or delayed payment programs in effect as to the Store Lease; and their respective Subsidiaries’ properties (f) all facilities leased under each Store Lease are fit for the operation of the Store and have been reasonably maintained. All heating, cooling, lighting, plumbing and electrical systems under each Store Lease are in good repair and working order. All fixtures, furnishings and improvements under each Store Lease, including but not limited to, mirrors, linoleum, shades, awnings, blinds, carpeting, curtains, draperies and ceiling and wall lighting fixtures, are in reasonably good and clean condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.

Property. All of the Borrower’sFurthermore, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and conditionCross Easement Agreement shall contain provisions permitting either party thereto, subject to ordinary wear the approval of the other (such approval not to be unreasonably withheld), to establish additional easement areas for future uses, including the installation, maintenance, repair and tearreplacement of additional pipelines to transport raw materials and other chemicals and substances. In this regard, Seller agrees that Buyer shall have an easement for a new pipeline to transport chlorine along a direct route from the Owned Real Property, across the Excluded Real Property, to real property now owned by PPG Industries. The owner of the Burdened Property shall have no obligation to repair or maintain the easement area. The Burdened Property's owner may, at its cost, use and improve the easement area and grant rights therein to others; provided, that the Benefited Property's easement and right of -------- way is not materially interfered with and the use thereof is not materially more costly ("Materially Reduced"). The Burdened Property's owner may relocate the easement area, in which event it shall relocate all permitted roads, railroad tracks, pipes, wires, other than conduits and related poles and equipment, at its cost, provided the Benefited Property's owner's use thereof is not Materially Reduced. The Benefited Property's owner shall keep all permitted roads, railroad tracks, pipes, wires, other conduits and related poles and equipment in good and safe condition and in compliance with Law. The Benefited Property's owner shall be liable for and indemnify and hold the Burdened Property's owner harmless from and against all Losses to the extent caused by (xA) with respect to deferred maintenance existing as a breach of the date Cross Easement Agreement by the Benefited Property's owner, its officers, employees, tenants, customers, suppliers, invitees and others permitted on its property, (B) the Release of acquisition Contaminants on the Burdened Property, or the failure to comply with Environmental Law, in connection with the exercise of such property easement rights or (C) any other negligent or willfully wrong act or omission on the Burdened Property by the Benefited Property's owner, its officers, employees, tenants, customers, suppliers, invitees and others permitted on its property. The parties shall include in the Cross Easement Agreement such other provisions, not inconsistent with the provisions hereof, as permitted in this Sectioneither party reasonably shall request, but if agreement is not reached before the Closing, the Closing shall not be delayed by reason thereof, and (y) where the failure of parties, after the properties of any Subsidiary of Closing, shall amend the Borrower or any Subsidiary of an Obligor Cross Easement Agreement to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which reflect such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectadditional provisions.

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing Except as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to would not reasonably be in good repair and condition has not had or could not be reasonably expected to have have, individually or in the aggregate, a Material Adverse Effect on either Republic, Republic or a Republic Subsidiary (a) has good and marketable title to all the Borrower properties and assets reflected in the latest audited balance sheet included in Republic SEC Reports as being owned by Republic or a Republic Subsidiary or acquired after the REIT Guarantor. The Borrower has completed date thereof (except properties sold or caused otherwise disposed of since the date thereof in the ordinary course of business) (the "REPUBLIC OWNED PROPERTIES"), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, "PERMITTED ENCUMBRANCES"), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Republic SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the "REPUBLIC LEASED PROPERTIES" and, collectively with the Republic Owned Properties, the "REPUBLIC REAL PROPERTY"), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be completed an appropriate investigation of leased thereunder, and each such lease is valid without default thereunder by the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andlessee or, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the BorrowerRepublic, the other Obligors or their respective lessor. There are no pending or, to the knowledge of Republic, threatened condemnation proceedings against the Republic Real Property. Republic and its Subsidiaries is now damaged or injured as a result are in compliance with all applicable health and safety related requirements for the Republic Real Property, including those under the Americans with Disabilities Act of any fire, explosion, accident, flood or other casualty in any manner which individually or in 1990 and the aggregate has had or could reasonably be expected to have any Material Adverse EffectOccupational Health and Safety Act of 1970.

Property. All of the Borrower’s, the other Obligors’ 's and their respective its Subsidiaries’ ' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT GuarantorSection 6.20. The Borrower further has completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property as of the later of the date of the Borrower’s, the Obligors’ 's or the applicable Subsidiary’s such Subsidiaries' purchase thereof or the date upon which such property was last security for Indebtedness of the Borrower or such PersonsSubsidiary, including preparation of a “"Phase I” " report and, if appropriate, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and satisfactory remediation actions satisfactory to Agent are being takentaken or have been completed. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors Borrower or their respective any of its Subsidiaries which are delinquentpayable by the Borrower or its Subsidiaries (except only real estate or other taxes or assessments, that are not yet due and payable). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of the Borrower, the other Obligors Borrower or their respective its Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the consolidated business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrower. None of the property of the Borrower, the other Obligors Borrower or their respective its Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the consolidated business or financial condition of the Borrower.

Property. All Each Store in which Acquiror will assume the real estate lease hereunder is listed on Schedule 3.8 (together with the Owned Store, the "Acquired Stores"). With respect to any real estate lease underlying an Acquired Store (each, a "Store Lease" and together, the "Store Leases"), a true and complete copy of each such Store Lease has been delivered to the Acquiror. With respect to each Store Lease, (a) the Store Lease has been validly executed and delivered by the Company or the Operating Subsidiary, as the case may be, and by the other party or parties thereto and is a binding agreement; (b) the Company or the Operating Subsidiary, as the case may be, is not, and no other party to the Store Lease is, in material breach or material default, and, no event has occurred on the part of the Borrower’sCompany or the Operating Subsidiary, as the case may be, or on the part of any other party which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration under the Store Lease; (c) upon the assumption of the Store Lease by Acquiror as contemplated by Section 1.5(b), except as set forth on Schedule 3.8, the Store Lease will continue to be binding on the Acquiror and the Landlord in accordance with its terms immediately following the Closing Date; (d) the Company or the Operating Subsidiary, as the case may be, has not repudiated and no other Obligors’ party to the Store Lease has repudiated any provision thereof; (e) there are no material disputes, oral agreements or delayed payment programs in effect as to the Store Lease; and their respective Subsidiaries’ properties (f) all facilities leased under each Store Lease are fit for the operation of the Store and have been reasonably maintained. All heating, cooling, lighting, plumbing and electrical systems under each Store Lease are in good repair and working order. All fixtures, furnishings and improvements under each Store Lease, including but not limited to, mirrors, linoleum, shades, awnings, blinds, carpeting, curtains, draperies and ceiling and wall lighting fixtures, are in reasonably good and clean condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.

Property. All (a) REAL PROPERTY LEASES. Schedule 3.8(a) hereto contains a description of all real property leased, licensed to or otherwise used or occupied by the Companies (collectively, the "LEASED REAL PROPERTY") including, where available, the address thereof, a brief description of the Borrower’suse of premises, the other Obligors’ annual fixed rental, the expiration of the term, any purchase and/or extension options and their respective Subsidiaries’ properties are in good repair any security deposits. A true and conditioncorrect copy of each such lease, subject to ordinary wear license and/or occupancy agreement, and tearany amendments thereto, other than (x) with respect to deferred maintenance existing as of the Leased Real Property (each a "REAL PROPERTY LEASE", and collectively, the "REAL PROPERTY LEASES") has been delivered to the Purchaser, and no changes have been made thereto since the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentdelivery. Except as set forth in on Schedule 6.1(ee3.8(a) hereto, there all of the Leased Real Property is used or occupied by the Companies pursuant to a Real Property Lease. Except as set forth on Schedule 3.8(a) hereto, the Companies have a valid and enforceable leasehold interest in the Leased Real Property, free and clear of all Liens. Except as disclosed on Schedule 3.8(a), each Real Property Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect. There are no pending eminent domain proceedings against any property of existing defaults by the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andCompanies or, to the knowledge of the BorrowerStockholder, the lessor under any of the Real Property Leases, and no such proceedings are presently threatened event has occurred which (with notice, lapse of time or contemplated both) would constitute a breach or default under any of the Real Property Leases by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property Companies or give any lessor the right to terminate, accelerate or modify any Real Property Lease. Except as set forth on Schedule 3.8(a) hereto (i) no consent is required from the lessor under any of the Borrower, Real Property Leases in order to consummate the other Obligors transactions contemplated hereby and (ii) no Affiliate of the Stockholder is the owner or their respective Subsidiaries is now damaged or injured as a result lessor of any fire, explosion, accident, flood or other casualty in any manner which individually or in real property leased to the aggregate has had or could reasonably be expected to have any Material Adverse EffectCompanies.

Property. All of the Borrower’s's, the other Obligors’ Guarantors' and their respective Subsidiaries’ ' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT GuarantorSection 6.20. The Borrower further has completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property as of the later of the date of the Borrower’s's, the Obligors’ Guarantors' or the applicable Subsidiary’s such Subsidiaries' purchase thereof or the date upon which such property was last security for Indebtedness of the Borrower, the Guarantors or such PersonsSubsidiary, including preparation of a “"Phase I” " report and, if appropriate, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors Guarantors or any of their respective Subsidiaries which are delinquentpayable by such Person (except only real estate or other taxes or assessments, that are not yet due and payable). Except as set forth in Schedule 6.1(ee) SCHEDULE 6.20 hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors Guarantors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrower or the Guarantors. None of the property of the Borrower, the other Obligors Guarantors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the business or financial condition of the Borrower or the Guarantors.

Property. All Section 3.14(a) of the Borrower’sCompany Disclosure Schedule sets forth (i) the address of each parcel of real property owned by the Company or its Subsidiaries (“Company Owned Real Property”), (ii) the address or the airport location of all material leasehold or subleasehold estates, and concessions or other Obligors’ rights to use or occupy any land, buildings, structures, improvements, fixtures or other interests in real property held by or for the Company or its Subsidiaries (the “Company Leased Real Property”). The Company or its Subsidiaries have made available (or within 10 business days following the date hereof will make available) to Parent correct and their respective complete copies of all material instruments, licenses and agreements, together with all amendments, modifications, extensions and supplements thereto, granting to the Company or its Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tearleasehold interests, other than (x) concession or operating rights with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this SectionCompany Leased Real Property (each, a “Lease”, and (y) where collectively, the failure of “Leases”). Each Lease grants the properties of any Subsidiary of tenant thereunder the Borrower or any Subsidiary of an Obligor exclusive right to be in good repair use and condition occupy the premises and the tenant enjoys peaceful and undisturbed possession thereof, except as has not had or could and would not reasonably be reasonably expected to have have, either individually or in the aggregate, a Material Adverse Effect on either the Borrower or the REIT GuarantorCompany. The Borrower has completed Company and its Subsidiaries have not subleased, licensed or caused otherwise granted any person the right to use or occupy such Company Owned Real Property or Company Leased Real Property or any portion thereof. The Company and its Subsidiaries have such good, valid and marketable fee simple title to, or such legal, binding and valid rights by lease, license, other agreement or otherwise to use, all assets and properties (in each case, free and clear of all Encumbrances other than Permitted Encumbrances) necessary and desirable to enable the Company and its Subsidiaries to conduct their business as currently conducted, except as have not had and would not reasonably be completed an appropriate investigation of expected to have, either individually or in the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriateaggregate, a “Phase II” reportMaterial Adverse Effect on the Company. All buildings, structures, fixtures and other improvements on the Company Owned Real Property and the Company Leased Real Property are in each case prepared by good condition and are in all material respects adequate to operate the business as currently conducted, except as has not had and would not reasonably be expected to have, either individually or in the aggregate, a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of Material Adverse Effect on the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquentCompany. Except as set forth in Schedule 6.1(ee) heretothe Leases, there are no pending eminent domain proceedings against neither the Company nor its Subsidiaries owns, holds, has granted or is obligated under any property option, right of first offer, right of first refusal or other contractual right to sell or dispose of the Borrower, Company Owned Real Property or the other Obligors or their respective Subsidiaries Company Leased Real Property or any part thereof, and, to the knowledge portion thereof or interest therein. Table of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.Contents

Property. All of the Borrower’s's, the each other Obligors’ Loan Party's and their respective Subsidiaries’ ' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s's, the Obligors’ each Loan Party's or the applicable Subsidiary’s 's purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Administrative Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors Loan Parties or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors Loan Parties or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors Loan Parties or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect. Notwithstanding the foregoing in this Section 6.1(ee), certain environmental matters have been disclosed to Administrative Agent and the Lenders on Schedule 6.1(p) and there may be a limited number of Properties for which no Phase I reports have been obtained or located but the result of any such matters, individually or in the aggregate, have not had and could not reasonably be expected to have any Material Adverse Effect.

Property. All Seller or Seller Bank (a) has fee simple title to all the properties and assets reflected in the latest audited balance sheet included in the Seller Financial Reports as being owned by Seller or Seller Bank or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property taxes not yet delinquent, (iii) easements, rights of way and other similar encumbrances and matters of record that do not materially adversely affect the use of the Borrower’sproperties or assets subject thereto or affected thereby as used by Seller on the date hereof or otherwise materially impair business operations at such properties, as conducted by Seller on the date hereof and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as used by Seller on the date hereof (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Seller Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the other Obligors’ “Real Property”), free and their respective Subsidiaries’ clear of all Liens of any nature whatsoever encumbering Seller’s or Seller Bank’s leasehold estate, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without material default thereunder by Seller or Seller Bank or, to Seller’s knowledge, the lessor. To the knowledge of Seller, the Real Property is in material compliance with, and Seller has not received any notice of any violation of, applicable zoning laws and building codes regarding the Real Property and the building and improvements located thereon. The buildings and improvements located on the Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, tear and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takencasualty excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of Seller, threatened condemnation proceedings against the BorrowerReal Property. Seller and Seller Bank are in material compliance with all applicable health and safety related requirements for the Real Property, no such proceedings are presently threatened or contemplated by any taking authority whichincluding those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970. Seller currently maintains insurance on all its property, including the Real Property, in all amounts, scope and coverage reasonably necessary for its operations. Seller has not received any notice of termination, nonrenewal or premium adjustment for such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectpolicies.

Property. All of the Borrower’sWellsford REIT's, the other Obligors’ Bond Issuer's Highlands' and their respective Subsidiaries’ ' properties (including without limitation Phase I of the Development) are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this SectionSection 4.21. Without limiting the foregoing, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition Wellsford REIT has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental physical condition of each Property such property as of the later of the date of the Borrower’s, the Obligors’ Wellsford REIT's or the applicable Subsidiary’s such other Person's purchase thereof or the date upon which such property was last security for Indebtedness of Wellsford REIT or such PersonsPerson, including without limitation an analysis of the structural condition and existence of any material deferred maintenance, and such property is in good condition, order and repair, and any material deferred maintenance existing as of the date of acquisition of such property has been corrected or satisfactory remediation actions are being taken. Wellsford REIT further has completed an appropriate investigation of the environmental condition of each such property as of the later of the date of Wellsford REIT's or such other Person's purchase thereof or the date upon which such property was last security for Indebtedness of Wellsford REIT or such Person, including preparation of a “"Phase I” " report and, if appropriate, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Reimbursement Agreement, unless such violation has been disclosed in writing to the Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the BorrowerWellsford REIT, the other Obligors Bond Issuer, Highlands or any of their respective Subsidiaries (including without limitation Phase I of the Development) which are payable by Wellsford REIT, the Bond Issuer, Highlands or their respective Subsidiaries which (except only real estate or other taxes or assessments, that are delinquentnot yet due and payable). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against the Development or any property of the BorrowerWellsford REIT, the other Obligors Bond Issuer, Highlands or their respective Subsidiaries or any part thereof, and, to the knowledge of the BorrowerAccount Parties, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of Wellsford REIT, the Bond Issuer or Highlands. None of the Development, Phase I of the Development or any other property of the BorrowerWellsford REIT, the other Obligors Bond Issuer, Highlands or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the business or financial condition of Wellsford REIT, the Bond Issuer or Highlands.

Property. All In the event that any building or other improvement on the Mortgaged Property must be altered or removed to enable Borrower to comply with the foregoing provisions of this Section 1.2, Borrower shall not commence any such alterations or removals without Mortgagee's prior approval of the Borrower’sneed therefor and the plans and specifications pertaining thereto excepting only such alterations or removals as may be required urgently in connection with an emergency affecting the Mortgaged Property, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing which Borrower shall do what is reasonably required under the circumstances and notify Mortgagee thereof promptly thereafter. After such approval, which shall not be unreasonably withheld or delayed, Borrower, at its sole cost and expense, shall effect the alterations or removal so required and approved by Mortgagee. Except as otherwise contemplated under the Project Related Documents and Loan Documents, Borrower shall not by act or omission permit any building or other improvement on land not subject to the lien of this Mortgage to rely on the Land or any part thereof or any interest therein to fulfill any municipal or governmental requirement, and Borrower hereby assigns to Mortgagee any and all rights to give consent for all or any portion of the date Land or any interest therein to be so used. Similarly, no Building or other Improvement on the Land shall rely on any land not subject to the lien of acquisition this Mortgage or any interest therein to fulfill any governmental or municipal requirement, except as contemplated by the Project Related Documents and OE Agreement. Any act or omission by Borrower which would result in a violation of such property as permitted in this Section, and (y) where the failure any of the properties provisions of this Section 1.2 shall be void. If any Subsidiary of the Borrower federal, state or other governmental body or any Subsidiary of an Obligor court issues any notice or order to be in good repair and condition has not had the effect that the Mortgaged Property or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase any part thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation compliance with any such covenant, ordinance, code, law or regulation, Borrower will promptly provide Mortgagee with a copy of such notice or order and will immediately commence and diligently perform all such actions as are necessary to comply therewith or otherwise correct such non-compliance. Borrower may in good faith, by appropriate proceedings timely commenced and thereafter diligently pursued, contest the validity or applicability of any such notice or order of non-compliance or the underlying covenant, ordinance, code, law or regulation; provided, that Borrower complies with all applicable laws with respect to any such contest. Borrower agrees, with respect to the construction, operation and leasing of the representations Land and covenants set forth in this AgreementImprovements, unless that persons otherwise entitled to any right, benefit, facility or privilege shall not be denied such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid right, benefit, facility or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty privilege in any manner which individually or in for any purpose nor be discriminated against on the aggregate has had basis of race, religion, marital status, age, color, sex, disability, national origin or could reasonably be expected to have any Material Adverse Effectancestry.

Property. All FSGI or one of its Subsidiaries (a) has fee simple title to all the real property assets reflected in the audited balance sheet of FSGI for the year ending December 31, 2014 as being owned by FSGI or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “FSGI Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property taxes not yet delinquent, (iii) easements, rights of way and other similar encumbrances and matters of record that do not materially adversely affect the use of the Borrower’sproperties or assets subject thereto or affected thereby as used by FSGI on the date hereof or otherwise materially impair business operations at such properties, as conducted by FSGI on the date hereof and (iv) Permitted Encumbrances, and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such FSGI SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “FSGI Leased Properties” and, collectively with the FSGI Owned Properties, the other Obligors’ “FSGI Real Property”), free and their respective clear of all Liens of any nature whatsoever encumbering FSGI’s or its Subsidiaries’ leasehold estate, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by FSGI or one of its Subsidiaries or, to FSGI’s Knowledge, the lessor. The FSGI Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the FSGI Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, tear and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takencasualty excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge Knowledge of FSGI, threatened condemnation proceedings against the BorrowerFSGI Real Property. FSGI and its Subsidiaries are in material compliance with all applicable health and safety related requirements for the XXXX Real Property, no such proceedings are presently threatened or contemplated by any taking authority whichincluding those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970. FSGI currently maintains insurance on all its property, including the FSGI Real Property, in all amounts, scope and coverage reasonably necessary for its operations. FSGI has not received any notice of termination, nonrenewal or material premium adjustment for such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectpolicies.

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any -65 fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.

Property. All of the Borrower’s's, the other Obligors’ Guarantors' and their respective Subsidiaries’ ' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted which is being corrected in this Section, and (y) where the failure ordinary course of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantorbusiness. The Borrower further has completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property as of the later of the date of the Borrower’s's, the Obligors’ Guarantors' or the applicable Subsidiary’s such Subsidiaries' purchase thereof or the date upon which such property was last became security for Indebtedness of the Borrower, the Guarantors or such PersonsSubsidiary, including preparation of a “"Phase I” " report and, if appropriate, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors Guarantors or any of their respective Subsidiaries which are delinquentpayable by such Person (except only real estate or other taxes or assessments, that are not yet due and payable). Except as set forth in Schedule 6.1(ee) 6.20 hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors Guarantors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrower or the Guarantors. None of the property of the Borrower, the other Obligors Guarantors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the business or financial condition of the Borrower or the Guarantors.

Property. All (a) No Acquired Company owns any real property. Section 4.11(a) of the Borrower’sDisclosure Schedules contains a true and complete list of all leases, subleases and occupancy agreements, together with any amendments thereto (the “Real Property Leases”), with respect to all real property leased, subleased or otherwise used or occupied by the Acquired Companies (the “Leased Property”). With respect to each Real Property Lease and the Leased Property, (i) there is no material breach or default under such Real Property Lease by the Acquired Companies or, to the Company’s Knowledge, any other party thereto, (ii) no event has occurred that with or without the lapse of time or the giving of notice or both would constitute a material breach or default under such Real Property Lease by the Acquired Companies or, to the Company’s Knowledge, any other party thereto, (iii) all work required to be performed under such Real Property Lease by the landlord thereunder or by any of the Acquired Companies has been performed, and to the extent that such Acquired Company is responsible for the payment of such work, has been fully paid for, whether directly to the contractor performing such work or to the landlord as reimbursement therefor, (iv) the Acquired Companies have not assigned, subleased, mortgaged, deeded in trust or otherwise transferred or encumbered such Real Property Lease or the Leased Property related thereto or any interest therein, (v) to the Company’s Knowledge, the Acquired Companies’ current use of the Leased Property does not violate in any material respect any restrictive covenant of record that affects any of the Leased Property, and (vi) the Acquired Companies have not received any notice of a nonconforming use under or a violation of any applicable building, zoning, subdivision and other Obligors’ land use or similar Applicable Laws, regulations and their respective Subsidiaries’ properties are in good repair ordinances with respect to any Leased Property. The Acquired Companies enjoy peaceful and conditionundisturbed possession of, subject to ordinary wear all Leased Property, free and tearclear of all Liens, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse EffectPermitted Liens.

Property. All The Company or a Company Subsidiary (a) has good and marketable title to all the real properties reflected in the latest audited balance sheet included in the Company SEC Reports as being owned by the Company or a Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Company Owned Properties“), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Borrower’sproperties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances“), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Company Leased Properties“ and, collectively with the Company Owned Properties, the other Obligors’ “Company Real Property“), free and their respective clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor (and no condition exists which, with notice or lapse of time or both, would constitute a breach or default thereunder by the Company or any of its Subsidiaries’ properties , except for such breaches and defaults which, individually or in the aggregate, would not result in the forfeiture of the use or occupancy of the property covered by such lease). The Company Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Company Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takentear excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of the BorrowerCompany, no such threatened condemnation proceedings against the Company Real Property. The Company and its Subsidiaries are presently threatened or contemplated by any taking authority whichin compliance with all applicable health and safety related requirements for the Company Real Property, in all such events, individually or in including those under the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None Americans with Disabilities Act of 1990 and the property Occupational Health and Safety Act of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect1970.

Property. (i) Parent and its Subsidiaries possess or have adequate rights to use all material trademarks, trade names, patents, service marks, brand marks, brand names, computer programs, databases, industrial designs, domain names and copyrights necessary for the operation of the businesses of each of Parent and its Subsidiaries (collectively, the "Parent Intangible Property"), except where the failure to possess or have adequate rights to use such properties could not reasonably be expected to result in a Parent Material Adverse Effect. All of the Borrower’s, the other Obligors’ Parent Intangible Property is owned or licensed by Parent or its Subsidiaries free and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties clear of any Subsidiary of the Borrower and all liens, claims or any Subsidiary of an Obligor to be in good repair and condition has not had or encumbrances, except those that could not reasonably be reasonably expected to have result in a Parent Material Adverse Effect on either the Borrower and neither Parent nor any such Subsidiary has forfeited or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each otherwise relinquished any Parent Intangible Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or forfeiture could reasonably be expected to have result in a Parent Material Adverse Effect. None To the knowledge of Parent, the use of the Parent Intangible Property by Parent or its Subsidiaries does not, in any material respect, conflict with, infringe upon, violate or interfere with or constitute an appropriation of any right, title, interest or goodwill, including, without limitation, any intellectual property right, trademark, trade name, patent, service xxxx, brand xxxx, brand name, computer program, database, industrial design, domain name, copyright or any pending application therefor of any other person. There have been no claims made and neither Parent nor any of its Subsidiaries has received any notice of any claim or otherwise knows that (A) any of the Borrower, Parent Intangible Property is invalid or conflicts with the other Obligors or their respective Subsidiaries is now damaged or injured as a result asserted rights of any fire, explosion, accident, flood other person or other casualty (B) any of the Parent Intangible Property has not been used or enforced or has failed to have been used or enforced in any a manner which individually or that would result in the aggregate has had abandonment, cancellation or unenforceability of any of the Parent Intangible Property, except, in the case of clauses (A) and (B) of this Section 3.2(m)(i), for any such conflict, infringement, violation, interference, claim, invalidity, abandonment, cancellation or unenforceability that could not reasonably be expected to have any result in a Parent Material Adverse Effect.

Property. All Vantage or one of its Subsidiaries (a) has fee simple title to all the real property assets reflected in the latest audited balance sheet included in the Vantage SEC Reports as being owned by Vantage or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Vantage Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property taxes not yet delinquent, (iii) easements, rights of way and other similar encumbrances and matters of record that do not materially adversely affect the use of the Borrower’sproperties or assets subject thereto or affected thereby as used by Vantage on the date hereof or otherwise materially impair business operations at such properties, as conducted by Vantage on the date hereof and (iv) Permitted Encumbrances, and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Vantage SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Vantage Leased Properties” and, collectively with the Vantage Owned Properties, the other Obligors’ “Vantage Real Property”), free and their respective clear of all Liens of any nature whatsoever encumbering Vantage’s or its Subsidiaries’ leasehold estate, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by Vantage or one of its Subsidiaries or, to Vantage’s knowledge, the lessor. The Vantage Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Vantage Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, tear and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takencasualty excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of Vantage, threatened condemnation proceedings against the BorrowerVantage Real Property. Vantage and its Subsidiaries are in material compliance with all applicable health and safety related requirements for the Vantage Real Property, no such proceedings are presently threatened or contemplated by any taking authority whichincluding those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970. Vantage currently maintains insurance on all its property, including the Vantage Real Property, in all amounts, scope and coverage reasonably necessary for its operations. Vantage has not received any notice of termination, nonrenewal or material premium adjustment for such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectpolicies.

Property. All Seller or a Seller Subsidiary (a) has fee simple title to all the properties and assets reflected in the latest audited balance sheet included in the Seller Financial Reports as being owned by Seller or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property taxes not yet delinquent, (iii) easements, rights of way and other similar encumbrances and matters of record that do not materially adversely affect the use of the Borrower’sproperties or assets subject thereto or affected thereby as used by Seller on the date hereof or otherwise materially impair business operations at such properties, as conducted by Seller on the date hereof and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties as used by Seller on the date hereof (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Seller Financial Statements or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the other Obligors’ “Real Property”), free and their respective Subsidiaries’ clear of all Liens of any nature whatsoever encumbering Seller’s or such Seller Subsidiary’s leasehold estate, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by Seller or such Seller Subsidiary or, to Seller’s knowledge, the lessor. To the knowledge of Seller, the Real Property is in material compliance with, and Seller has not received any notice of any violation of, applicable zoning laws and building codes regarding the Real Property and the building and improvements located thereon. The buildings and improvements located on the Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, tear and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takencasualty excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of Seller, threatened condemnation proceedings against the BorrowerReal Property. Seller and the Seller Subsidiaries are in material compliance with all applicable health and safety related requirements for the Real Property, no such proceedings are presently threatened or contemplated by any taking authority whichincluding those under the Americans with Disabilities Act of 1990 and the Occupational Health and Safety Act of 1970. Seller currently maintains insurance on all its property, including the Real Property, in all amounts, scope and coverage reasonably necessary for its operations. Seller has not received any notice of termination, nonrenewal or premium adjustment for such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effectpolicies.

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing Except as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to would not reasonably be in good repair and condition has not had or could not be reasonably expected to have have, individually or in the aggregate, a Material Adverse Effect on either Republic, Republic or a Republic Subsidiary (a) has good and marketable title to all the Borrower properties and assets reflected in the latest audited balance sheet included in Republic SEC Reports as being owned by Republic or a Republic Subsidiary or acquired after the REIT Guarantor. The Borrower has completed date thereof (except properties sold or caused otherwise disposed of since the date thereof in the ordinary course of business) (the "Republic Owned Properties"), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, "Permitted Encumbrances"), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Republic SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the "Republic Leased Properties" and, collectively with the Republic Owned Properties, the "Republic Real Property"), free and clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be completed an appropriate investigation of leased thereunder, and each such lease is valid without default thereunder by the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andlessee or, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the BorrowerRepublic, the other Obligors or their respective lessor. There are no pending or, to the knowledge of Republic, threatened condemnation proceedings against the Republic Real Property. Republic and its Subsidiaries is now damaged or injured as a result are in compliance with all applicable health and safety related requirements for the Republic Real Property, including those under the Americans with Disabilities Act of any fire, explosion, accident, flood or other casualty in any manner which individually or in 1990 and the aggregate has had or could reasonably be expected to have any Material Adverse EffectOccupational Health and Safety Act of 1970.

Property. All The Company or a Company Subsidiary (a) has good and marketable title to all the real properties reflected in the latest audited balance sheet included in the Company SEC Reports as being owned by the Company or a Company Subsidiary or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Company Owned Properties ”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for Taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Borrower’sproperties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances ”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Company SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Company Leased Properties ” and, collectively with the Company Owned Properties, the other Obligors’ “Company Real Property” ), free and their respective clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to the Company’s knowledge, the lessor (and no condition exists which, with notice or lapse of time or both, would constitute a breach or default thereunder by the Company or any of its Subsidiaries’ properties , except for such breaches and defaults which, individually or in the aggregate, would not result in the forfeiture of the use or occupancy of the property covered by such lease). The Company Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Company Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takentear excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of the BorrowerCompany, no such threatened condemnation proceedings against the Company Real Property. The Company and its Subsidiaries are presently threatened or contemplated by any taking authority whichin compliance with all applicable health and safety related requirements for the Company Real Property, in all such events, individually or in including those under the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None Americans with Disabilities Act of 1990 and the property Occupational Health and Safety Act of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect1970.

Property. All such Leases of space in the Improvements or at the Mortgaged Property shall be on terms consistent with the terms for similar leases in the market area of the Borrower’sPremises, shall provide for free rent only if the same is consistent with prevailing market conditions and shall provide for market rents then prevailing in the market area of the Premises. Such Leases shall also provide for security deposits where warranted by the tenant's financial condition in reasonable amounts consistent with prevailing market conditions. Mortgagor shall also submit to Mortgagee for Mortgagee's approval or deemed approval within the time provided thereunder in Section 1.12(a), which approval shall not be unreasonably withheld, prior to the execution thereof, any proposed Lease of the Improvements or any portion thereof that differs materially and adversely from the aforementioned form Lease. Mortgagor shall not execute any Lease for all or a substantial portion of the Mortgaged Property, except for an actual occupancy by the Tenant, lessee or licensee thereunder, and shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all Leases with respect to the Mortgaged Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed. Mortgagor shall furnish to Mortgagee, within ten (10) days after a request by Mortgagee to do so, but in any event by January 1 of each year, a current Rent Roll, certified by Mortgagor as being true and correct, containing the names of all Tenants with respect to the Mortgaged Property, the other Obligors’ and terms of their respective Subsidiaries’ properties are Leases, the spaces occupied and the rentals or fees payable thereunder and the amount of each Tenant's security deposit. Upon the request of Mortgagee, Mortgagor shall deliver to Mortgagee a copy of each such Lease not previously delivered. Mortgagor shall not do or suffer to be done any act, or omit to take any action, that might result in good repair a default by the landlord, lessor or licensor under any such Lease or allow the Tenant thereunder to withhold payment of rent or cancel or terminate such Lease pursuant to the provisions thereof, except as otherwise provided herein. Mortgagor shall not further assign any such Lease or any such Rents and conditionProfits. Except as otherwise provided herein, subject Mortgagor, at no cost or expense to ordinary wear Mortgagee, shall enforce in a commercially reasonable manner, short of termination, the performance and tearobservance of each and every condition and covenant of each of the parties under such Leases and Mortgagor shall not anticipate, discount, release, waive, compromise or otherwise discharge any rent payable under any of the Leases. Mortgagor shall not, without the prior written consent of Mortgagee, modify any of the Leases, terminate or accept the surrender of any Leases, waive or release any other party from the performance or observance of any obligation or condition under such Leases (including, without limitation, modifying, terminating or releasing any guaranty, letter of credit or other credit support thereof) except, with respect only to (A) Leases affecting less than the lesser of (x) with respect to deferred maintenance existing as five percent (5%) of the date gross leaseable area of acquisition of such property as permitted in this Section, the Improvements and (y) where 20,000 square feet, or (B) having a term of less than ten (10) years, in the failure normal course of business in a manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Mortgaged Property is located. Mortgagor shall not permit the prepayment of any rents under any of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security Leases for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing more than one (1) month prior to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part due date thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.

Property. All of the Borrower’s's, the other Obligors’ ' and their respective Subsidiaries’ ' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s's, the Obligors’ ' or the applicable Subsidiary’s 's purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.. 45

Property. All of the Borrower’s, the other Obligors’ Loan Parties' and their respective Subsidiaries’ ' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred (i) maintenance existing as of the date of acquisition of such property as permitted in this SectionSection 4.19, (ii) Projects currently under development and (yiii) where defects relating to properties other than properties in the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has Unencumbered Pool which would not had or could not be reasonably expected to have constitute a Material Adverse Effect on either the Borrower or the REIT GuarantorEffect. The Borrower has Loan Parties further have completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property as of the later of (a) the approximate date of the Borrower’s, the Obligors’ Loan Parties' or the applicable Subsidiary’s such Subsidiaries' purchase thereof or (b) the approximate date upon which such property was last security for Indebtedness of such PersonsBorrower or such Subsidiary if such financing was not closed on or about the date of the acquisition of such property to the extent such an investigation was required by the applicable lender, including preparation of a “"Phase I” " report and, if appropriate, a “"Phase II” " report, in each case prepared by a recognized environmental engineer consultant in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation as to properties in the Unencumbered Pool has been disclosed in writing to the Administrative Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors any Loan Party or any of their respective Subsidiaries which are delinquentpayable by such Person (except only real estate or other taxes or assessments, that are not yet due and payable). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of included within the Borrower, the other Obligors or their respective Subsidiaries or any part thereofUnencumbered Pool, and, to the best knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which individually or in the aggregate have had or could reasonably be expected to have would constitute a Material Adverse Effect. None of the property of the Borrower, the other Obligors Loan Parties or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any would constitute a Material Adverse Effect. The Projects owned by Parent, each of the other Loan Parties and their respective Subsidiaries as of the date hereof, are set forth on Schedule 4.19 hereto.

Property. All of the Borrower’sBorrowers', the other Obligors’ Guarantors' and their respective Subsidiaries’ ' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT GuarantorSection 6.20. The Borrower has Borrowers further have completed or caused to be completed an appropriate investigation of the environmental condition of each Property such property as of the later of the date of the Borrower’sBorrowers', the Obligors’ Guarantors' or the applicable Subsidiary’s such Subsidiaries' purchase thereof or the date upon which such property was last security for Indebtedness of such PersonsBorrower, such Guarantor or such Subsidiary, including preparation of a “"Phase I” " report and, if appropriate, a “"Phase II” " report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and satisfactory remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the any Borrower, the other Obligors any Guarantor or any of their respective Subsidiaries which are delinquentpayable by such Person (except only real estate or other taxes or assessments, that are not yet due and payable). Except as set forth in Schedule 6.1(ee) hereto, there There are no pending eminent domain proceedings against any property of the BorrowerBorrowers, the other Obligors Guarantors or their respective Subsidiaries or any part thereof, and, to the knowledge of the BorrowerBorrowers, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, which may individually or in the aggregate have had any materially adverse effect on the business or could reasonably be expected to have a Material Adverse Effectfinancial condition of the Borrowers or the Guarantors. None of the property of the BorrowerBorrowers, the other Obligors Guarantors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to would have any Material Adverse Effectmaterially adverse effect on the business or financial condition of the Borrowers or the Guarantors. The Real Estate owned by Waldxx, XXOP and their respective Subsidiaries is set forth on Schedule 6.20 hereto.

Property. All At any time during the continuance of an Event of Default, Borrowers agree, promptly after receipt of Agent's written notice of request therefor, to execute and deliver, or to cause the Borrower’sappropriate Loan Party to execute and deliver, to Agent, as additional security and Collateral for the other Obligors’ and their respective Subsidiaries’ properties are in good repair and conditionObligations, subject to ordinary wear and teardeeds of trust, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Sectionsecurity deeds, mortgages, security agreements, and other collateral assignments, and related Uniform Commercial Code financing statements, reasonably satisfactory in form and substance to Agent and its counsel (yherein collectively referred to as "SECTION 5.6 SECURITY DOCUMENTS") where covering each Section 5.5 Property referenced in SECTION 5.5.1 and SECTION 5.5.2 as to which a disposition permitted under SECTION 6.3 has not, at the failure time such written notice of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor request is given by Agent to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT GuarantorBorrowers, occurred. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andSection 5.6 Security Documents shall, to the knowledge extent reasonably required by Agent, be duly recorded (at Borrower's expense) in each office where such recording is required to constitute and/or perfect a valid Lien on the Section 5.5 Property covered thereby. In respect to each mortgage, deed of trust, or similar instrument included within the Section 5.6 Security Documents that encumbers real Property, or an interest or estate in real Property, Borrowers shall deliver to Agent, at Borrowers' expense, a mortgagee title insurance policy issued by a title insurance company reasonably satisfactory to Agent, insuring Agent, as mortgagee; such policies shall be in form and substance reasonably satisfactory to Agent, and shall insure a valid first Lien in favor of Agent on the real Property, or interest or estate therein, covered thereby, subject only to Permitted Liens and to those exceptions reasonably acceptable to Agent and its counsel. Said policies shall be in form and substance reasonably satisfactory to Agent. Borrower shall also deliver to Agent such other documents, including, without limitation, ALTA Surveys of the Borrowerreal Property, no as Agent and its counsel may reasonably request relating to such proceedings are presently threatened real Property, or contemplated interest or estate therein, to be encumbered by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.Section 5.6

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (xi) with respect to deferred maintenance existing Except as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could and would not reasonably be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such eventshave, individually or in the aggregate aggregate, a Material Adverse Effect, the Company and its Subsidiaries own or otherwise have rights to use the Intellectual Property Rights used in, necessary for, or material to the conduct of the Company’s business as currently conducted; (ii) there is no pending or, to the Company’s Knowledge, threatened action, suit, proceeding or claim by any Person that the Company’s business or the business of its Subsidiaries as now conducted infringes or otherwise violates any Intellectual Property Rights of another Person; (iii) except as has not had and would not reasonably be expected to have, individually or could in the aggregate, a Material Adverse Effect, to the Company’s Knowledge, there is no existing infringement by another Person of any of the Intellectual Property Rights of the Company or its Subsidiaries; (iv) the Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of its Intellectual Property Rights material to the conduct of its business, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood ; (v) all material licenses or other casualty material agreements under which the Company is granted Intellectual Property Rights are in full force and effect and, to the Company’s Knowledge, there is no material default by any manner which individually or in the aggregate has had or could other party thereto, except as would not reasonably be expected to have any a Material Adverse Effect; and (vi) the consummation of the transactions contemplated by the Transaction Documents shall not result in the alteration, loss, impairment of or restriction on the Company’s or any of its Subsidiaries’ ownership or right to use any Intellectual Property Rights that is material to the conduct of the Company’s business as currently conducted. The Company has no reason to believe that the licensors under such licenses and other agreements do not have and did not have all requisite power and authority to grant the rights to the Intellectual Property Rights purported to be granted thereby.

Property. All of the Borrower’s's, the each other Obligors’ Loan Party's and their respective Subsidiaries’ ' properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section. The Borrower, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower each other Loan Party, has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s's, the Obligors’ each Loan Party's or the applicable Subsidiary’s 's purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Administrative Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors Loan Parties or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto), there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors Loan Parties or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors Loan Parties or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect. Notwithstanding the foregoing in this Section 6.1(ee), certain environmental matters have been disclosed to Administrative Agent and the Lenders on Schedule 6.1(p) and there may be a limited number of Properties for which no Phase I reports have been obtained or located but the result of any such matters, individually or in the aggregate, have not had and could not reasonably be expected to have any Material Adverse Effect.

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such eventswould not, individually or in the aggregate have had or could aggregate, reasonably be expected to have a Company Material Adverse Effect. None , each of the property Company and its Subsidiaries, as applicable, has valid leasehold title in and to all of the Borrowerreal property leased or subleased by it as lessee or sublessee (the “Leased Real Property”, and the Contracts pursuant to which the Leased Real Property is leased or subleased by any of the Company and its Subsidiaries, the other Obligors or their respective Subsidiaries is now damaged or injured “Leases”), free and clear of all Liens (except in all cases for Permitted Liens). Except as a result of any firewould not, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could aggregate, reasonably be expected to have a Company Material Adverse Effect and except as may be limited by the Bankruptcy and Equity Exception, all Leases are valid and in full force and effect against the Company or such Subsidiaries, as applicable, and, to the Company’s Knowledge, the counterparties thereto, in accordance with their respective terms, and there is not, under any of such Leases, any existing default by the Company or applicable Subsidiary or, to the Company’s Knowledge, the counterparties thereto, or any fact or circumstance which, with notice or lapse of time or both, would become a default by the Company or applicable Subsidiary thereunder. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each of the Company and its Subsidiaries has good and marketable fee simple title in and to all of real property owned in fee by it (the “Owned Real Property”), free and clear of all Liens, except Permitted Liens. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, each of the Company and its Subsidiaries has good and valid title in and to all easements, rights-of-way and other interests or estates in real property (other than the Leased Real Property and the Owned Real Property) owned or otherwise held by it (the “Other Real Property” and, together with the Leased Real Property and the Owned Real Property, the “Real Property”), free and clear of all Liens, except Permitted Liens. Except for Permitted Liens, neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy the Real Property or any portion thereof. There are no outstanding options, rights of first offer or rights of first refusal or other contractual rights or obligations to purchase, sell, lease, assign or otherwise encumber (except for Permitted Liens) any Real Property that is material to the business of the Company and its Subsidiaries or any portion thereof or interest therein, and neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase, sell, lease, assign or otherwise encumber (except for Permitted Liens) any Real Property or interest therein. There is no pending, or to the Company’s Knowledge threatened, condemnation, eminent domain or similar proceeding affecting any of the Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.

Property. All Hibernia or one of its Subsidiaries (a) has good and marketable title to all the properties and assets reflected in the latest audited balance sheet included in such Hibernia SEC Reports as being owned by Hibernia or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business) (the “Owned Properties”), free and clear of all Liens of any nature whatsoever, except (i) statutory Liens securing payments not yet due, (ii) Liens for real property taxes not yet due and payable, (iii) easements, rights of way, and other similar encumbrances that do not materially affect the use of the Borrower’sproperties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties (collectively, “Permitted Encumbrances”), and (b) is the lessee of all leasehold estates reflected in the latest audited financial statements included in such Hibernia SEC Reports or acquired after the date thereof (except for leases that have expired by their terms since the date thereof) (the “Leased Properties” and, collectively with the Owned Properties, the other Obligors’ “Real Property”), free and their respective Subsidiaries’ clear of all Liens of any nature whatsoever, except for Permitted Encumbrances, and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Hibernia’s knowledge, the lessor. The Real Property is in material compliance with all applicable zoning laws and building codes, and the buildings and improvements located on the Real Property are in good repair operating condition and conditionin a state of good working order, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being takentear excepted. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, andor, to the knowledge of Hibernia, threatened condemnation proceedings against the BorrowerReal Property. Hibernia and its Subsidiaries are in compliance with all applicable health and safety related requirements for the Real Property, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in including those under the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None Americans with Disabilities Act of 1990 and the property Occupational Health and Safety Act of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect1970.

Property. All of the Borrower’s, the other Obligors’ and their respective Subsidiaries’ properties are in good repair and condition, subject to ordinary wear and tear, other than (x) with respect to deferred maintenance existing as of the date of acquisition of such property as permitted in this Section, and (y) where the failure of the properties of any Subsidiary of the Borrower or any Subsidiary of an Obligor to be in good repair and condition has not had or could not be reasonably expected to have a Material Adverse Effect on A/75663178.5 either the Borrower or the REIT Guarantor. The Borrower has completed or caused to be completed an appropriate investigation of the environmental condition of each Property as of the later of the date of the Borrower’s, the Obligors’ or the applicable Subsidiary’s purchase thereof or the date upon which such property was last security for Indebtedness of such Persons, including preparation of a “Phase I” report and, if appropriate, a “Phase II” report, in each case prepared by a recognized environmental engineer in accordance with customary standards which discloses that such property is not in violation of the representations and covenants set forth in this Agreement, unless such violation has been disclosed in writing to the Agent and remediation actions satisfactory to Agent are being taken. There are no unpaid or outstanding real estate or other taxes or assessments on or against any property of the Borrower, the other Obligors or their respective Subsidiaries which are delinquent. Except as set forth in Schedule 6.1(ee) hereto, there are no pending eminent domain proceedings against any property of the Borrower, the other Obligors or their respective Subsidiaries or any part thereof, and, to the knowledge of the Borrower, no such proceedings are presently threatened or contemplated by any taking authority which, in all such events, individually or in the aggregate have had or could reasonably be expected to have a Material Adverse Effect. None of the property of the Borrower, the other Obligors or their respective Subsidiaries is now damaged or injured as a result of any fire, explosion, accident, flood or other casualty in any manner which individually or in the aggregate has had or could reasonably be expected to have any Material Adverse Effect.