Common use of Unencumbered Properties Clause in Contracts

Unencumbered Properties. Except as set forth in Schedule 6.23 or as set forth in the written engineer reports provided to Agent on or before the date hereof, all of the Unencumbered Properties, and all major building systems located thereon, are structurally sound, in good condition and working order and free from material defects, subject to ordinary wear and tear, except for such portion of such Real Estate which is not occupied by any tenant and which may not be in final working order pending final build-out of such space except where such defects have not had and could not reasonably be expected to have a Material Adverse Effect. Each of the Unencumbered Properties, and the use and operation thereof, is in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders or regulations, including without limitation, laws, regulations and ordinances relating to zoning, building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, and Environmental Laws except in cases that would not reasonably cause a Material Adverse Effect. All water, sewer, electric, gas, telephone and other utilities necessary for the use and operation of the Collateral Property are installed to the property lines of the Collateral Property through dedicated public rights of way or through perpetual private easements with respect to which the applicable Mortgage creates a valid and enforceable first lien subject to Permitted Liens and, except in the case of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law, and except where the failure of any of the foregoing could not reasonably be expected to have a Material Adverse Effect. There are no material unpaid or outstanding real estate or other taxes or assessments on or against any of the Unencumbered Properties which are payable by Borrower (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by this Agreement). Except as otherwise disclosed to Agent in writing, there are no pending, or to the knowledge of Borrower or Subsidiary Guarantors threatened or contemplated, eminent domain proceedings against any of the Unencumbered Properties. Except as otherwise disclosed to Agent in writing, none of the Unencumbered Properties is now damaged as a result of any fire, explosion, accident, flood or other casualty. Except as otherwise disclosed to Agent in writing, none of the Borrower or Subsidiary Guarantors have received any outstanding notice from any insurer or its agent requiring performance of any work with respect to any of the Unencumbered Properties or canceling or threatening to cancel any policy of insurance, and each of the Unencumbered Properties complies with the material requirements of all of the Borrower’s and Subsidiary Guarantors’ insurance carriers, except where any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed to Agent, the Borrower and the Subsidiary Guarantors have no Management Agreements for any of the Unencumbered Properties. To the best knowledge of the Borrower and the Subsidiary Guarantors, there are no material claims or any bases for material claims in respect of any Unencumbered Property or its operation by any party to any service agreement or Management Agreement that would have a Material Adverse Effect. No person or entity has any right or option to acquire any Unencumbered Property or any Building thereon or any portion thereof or interest therein, except for certain tenants pursuant to the terms of their Leases with Subsidiary Guarantors. The Unencumbered Properties are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party, in such amounts, with such deductibles and covering such risks (including risks with respect to environmental claims) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Credit Party or Subsidiary operates.

Unencumbered Properties. Except Schedule 3.13 hereto contains a complete and accurate description of Unencumbered Properties designated by the Borrower to constitute Unencumbered Properties hereunder as set forth of the Effective Date and as supplemented from time to time in Schedule 6.23 connection with the delivery of the certificate required under Section 5.01(d) hereof or as set forth in Section 2.23 and upon the written engineer reports provided to Agent on inclusion or before the date hereof, all removal of a Property as an Unencumbered Property for purposes of the Borrowing Base Covenants, including the entity that owns each Unencumbered PropertiesProperty. With respect to each Property identified from time to time as an Unencumbered Property, Borrower hereby represents and all major building systems located thereon, are structurally sound, warrants as follows except to the extent disclosed in good condition writing to the Lenders and working order and free from material defects, subject to ordinary wear and tear, except for such approved by the Required Lenders (which approval shall not be unreasonably withheld): (a) No portion of any improvement on the Unencumbered Property is located in an area identified by the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such Real Estate which area, Borrower or the applicable Subsidiary, to the extent the same is not occupied by any tenant available on commercially reasonable terms, has obtained and which may not be will maintain insurance coverage for flood and other water damage in final working order pending final build-out of such space except where such defects have not had and could not reasonably be expected to have a Material Adverse Effect. Each the amount of the replacement cost of the improvements at the Unencumbered PropertiesProperty. (b) To the Borrower’s knowledge, the Unencumbered Property and the present use and operation thereof, is occupancy thereof are in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders zoning ordinances (without reliance upon adjoining or regulations, including without limitation, laws, regulations and ordinances relating to zoningother properties), building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, land use and Environmental Laws except in cases that would not reasonably cause a Material Adverse Effect(“Applicable Laws”). (c) The Unencumbered Property is served by all utilities required for the current use thereof. All water, sewer, electric, gas, telephone utility service is provided by public utilities and other utilities necessary for the use and operation of the Collateral Unencumbered Property are installed has accepted or is equipped to the property lines of the Collateral Property through dedicated public rights of way or through perpetual private easements accept such utility service. (d) Except with respect to which Assets Under Development, all roads and streets necessary for service of and access to the Unencumbered Property for the current use thereof have been completed, are serviceable and all-weather and are physically and legally open for use by the public. (e) The Unencumbered Property is served by public water and sewer systems or, if the Unencumbered Property is not serviced by a public water and sewer system, such alternate systems are adequate and meet, in all material respects, all requirements and regulations of, and otherwise complies in all material respects with, all Applicable Laws with respect to such alternate systems. (f) Borrower is not aware of any material latent or patent structural defect in the Unencumbered Property. The Unencumbered Property is free of damage and waste that would materially and adversely affect the value of the Unencumbered Property (other than any casualty loss being handled in accordance with the Loan Documents or condemnation proceedings being handled in accordance with Loan Documents) and is in adequate repair for its intended use. The Unencumbered Property is free from material damage caused by fire or other casualty (other than any casualty loss being handled in accordance with the Loan Documents). There is no pending or, to the actual knowledge of Borrower, threatened condemnation proceedings affecting the Unencumbered Property, or any material part thereof. (g) To Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on the Unencumbered Property are in a condition and repair adequate for its intended use and, to Borrower’s knowledge, in material compliance with all Applicable Laws with respect to such systems or with respect to any Unencumbered Property will be upon completion of such Unencumbered Property. (h) All improvements on the Unencumbered Property lie within the boundaries and building restrictions of the legal description of record of the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property, no such improvements encroach upon easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property and no improvements on adjoining properties encroach upon the Unencumbered Property or easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property. All access routes that materially benefit the Unencumbered Property are available to Borrower or the applicable Mortgage creates Subsidiary of the Borrower, constitute permanent easements that benefit all or part of the Unencumbered Property or are public property, and the Unencumbered Property, by virtue of such easements or otherwise, is contiguous to a valid physically open, dedicated all weather public street, and enforceable first lien subject has any necessary permits for ingress and egress. (i) There are no material delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the Unencumbered Property except to Permitted Liens and, except the extent such items are being contested in good faith and as to which adequate reserves have been provided. (j) Each Unencumbered Property satisfies each of the requirements set forth in the case definition of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law, and except where the failure “Unencumbered Property”. A breach of any of the foregoing could representations and warranties contained in this Section 3.13 with respect to a Property shall disqualify such Property from being an Unencumbered Property for so long as such breach continues (unless otherwise approved by the Required Lenders) but shall not reasonably be expected to have constitute a Material Adverse Effect. There are no material unpaid or outstanding real estate or other taxes or assessments on or against any Default (unless the elimination of such Property as an Unencumbered Property results in a Default under one of the Unencumbered Properties which are payable by Borrower (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by provisions of this Agreement). Except as otherwise disclosed to Agent in writing, there are no pending, or to the knowledge of Borrower or Subsidiary Guarantors threatened or contemplated, eminent domain proceedings against any of the Unencumbered Properties. Except as otherwise disclosed to Agent in writing, none of the Unencumbered Properties is now damaged as a result of any fire, explosion, accident, flood or other casualty. Except as otherwise disclosed to Agent in writing, none of the Borrower or Subsidiary Guarantors have received any outstanding notice from any insurer or its agent requiring performance of any work with respect to any of the Unencumbered Properties or canceling or threatening to cancel any policy of insurance, and each of the Unencumbered Properties complies with the material requirements of all of the Borrower’s and Subsidiary Guarantors’ insurance carriers, except where any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed to Agent, the Borrower and the Subsidiary Guarantors have no Management Agreements for any of the Unencumbered Properties. To the best knowledge of the Borrower and the Subsidiary Guarantors, there are no material claims or any bases for material claims in respect of any Unencumbered Property or its operation by any party to any service agreement or Management Agreement that would have a Material Adverse Effect. No person or entity has any right or option to acquire any Unencumbered Property or any Building thereon or any portion thereof or interest therein, except for certain tenants pursuant to the terms of their Leases with Subsidiary Guarantors. The Unencumbered Properties are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party, in such amounts, with such deductibles and covering such risks (including risks with respect to environmental claims) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Credit Party or Subsidiary operates.

Unencumbered Properties. Except as set forth in As of the Agreement Execution Date, Schedule 6.23 or as set forth in the written engineer reports provided to Agent on or before the date hereof, all 7 is a correct and complete list of the Unencumbered Properties, including all applicable ownership information and: (a) Each of the Unencumbered Properties is not located in an area that has been identified by the Secretary of Housing and all major building systems located thereonUrban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, are structurally soundas amended, in good condition and working order and free from material defectsor any successor law or, subject to ordinary wear and tear, except for such if any portion of the industrial buildings on such Real Estate which Properties are located within any such area, the applicable Subsidiary Guarantor has obtained and will maintain through the Term Facility Termination Date the insurance prescribed in Section 5.17 hereof. (b) To Borrower’s knowledge, each of the Unencumbered Properties and the present use and occupancy thereof are in material compliance with all material zoning ordinances (without reliance upon adjoining or other properties), health, fire and building codes, land use laws (including those regulating parking) and Environmental Laws (except as disclosed on the environmental assessments delivered to the Administrative Agent pursuant to this Agreement) and other similar laws (“Applicable Laws”). (c) Each of the Unencumbered Properties is served by all utilities required for the current or contemplated use thereof. (d) To Borrower’s knowledge, all public roads and streets necessary for service of and access to each of the Unencumbered Properties for the current or contemplated use thereof have been completed, and are open for use by the public, or appropriate insured private easements are in place. (e) Except as disclosed in any property condition reports delivered by the Administrative Agent, Borrower is not occupied by aware of any tenant and which may not be in final working order pending final build-out material latent or patent structural or other significant deficiency of such space except where such defects have not had and could not reasonably be expected to have a Material Adverse Effectthe Unencumbered Properties. Each of the Unencumbered Properties, Properties is free of damage and waste that would materially and adversely affect the use and operation thereofvalue of such Unencumbered Property, is in good condition and repair and to Borrower’s knowledge there is no deferred maintenance other than ordinary wear and tear. Each of the Unencumbered Properties is free from damage caused by fire or other casualty. (f) To Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on the Unencumbered Properties are in a good and safe condition and repair and to Borrower’s knowledge, in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders or regulations, including without limitation, laws, regulations and ordinances relating to zoning, building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, and Environmental Applicable Laws except in cases that would not reasonably cause a Material Adverse Effect. All water, sewer, electric, gas, telephone and other utilities necessary for the use and operation of the Collateral Property are installed to the property lines of the Collateral Property through dedicated public rights of way or through perpetual private easements with respect to which such systems. (g) To Borrower’s knowledge, all improvements on each Unencumbered Property lie within the applicable Mortgage creates a valid boundaries and enforceable first lien subject to Permitted Liens and, except in the case of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law, and except where the failure of any building restrictions of the foregoing could legal description of record of such Unencumbered Property, no improvements encroach upon easements benefiting the Unencumbered Properties other than encroachments that do not reasonably be expected materially adversely affect the use or occupancy of the Unencumbered Properties and no improvements on adjoining properties encroach upon the Unencumbered Properties or upon easements benefiting the Unencumbered Properties other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Properties. (h) To Borrower’s knowledge, all Leases are in full force and effect. Borrower is not in default under any Lease and Borrower has disclosed to have a Material Adverse Effect. Lenders in writing any material default, of which Borrower has knowledge, under any Lease which demises any material portion of the related Unencumbered Property. (i) There are no material unpaid or outstanding real estate delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other taxes outstanding charges affecting the Unencumbered Properties except to the extent such items are being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided and there is no risk of loss, forfeiture, or assessments on sale of any interest in the Unencumbered Properties during such proceedings. Each of the Unencumbered Properties is taxed separately without regard to any other property not included in the Unencumbered Properties. (j) No condemnation proceeding or eminent domain action is pending or threatened against any of the Unencumbered Properties which are payable by Borrower would impair the use, value, sale or occupancy of such Unencumbered Property (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by this Agreement). Except as otherwise disclosed to Agent any portion thereof) in writing, there are no pending, or to the knowledge of Borrower or Subsidiary Guarantors threatened or contemplated, eminent domain proceedings against any of the Unencumbered Properties. Except as otherwise disclosed to Agent in writing, none material manner. (k) Each of the Unencumbered Properties is now damaged as a result not, nor is any direct or indirect interest of any fire, explosion, accident, flood or other casualty. Except as otherwise disclosed to Agent in writing, none of the Borrower or any Subsidiary Guarantors have received Guarantor in any outstanding notice from any insurer Unencumbered Property or its agent requiring performance of any work in the ownership interest with respect to any owner of an Unencumbered Property, subject to any Lien other than Permitted Liens set forth in clauses (i) through (iv) of Section 6.14 or to any Negative Pledge (other than the Unencumbered Properties or canceling or threatening Liens and Negative Pledges created pursuant to cancel any policy this Agreement to secure the obligations of insurance, and each of the Unencumbered Properties complies with the material requirements of all of the Borrower’s and Subsidiary Guarantors’ insurance carriers, except where any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed to Agent, the Borrower and the Subsidiary Guarantors have no Management Agreements for any of the Unencumbered Properties. To the best knowledge of the Borrower and the Subsidiary Guarantors, there are no material claims or any bases for material claims in respect of any Unencumbered Property or its operation by any party to any service agreement or Management Agreement that would have a Material Adverse Effect. No person or entity has any right or option to acquire any Unencumbered Property or any Building thereon or any portion thereof or interest therein, except for certain tenants pursuant to the terms of their Leases with Subsidiary Guarantors. The Unencumbered Properties are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party, in such amounts, with such deductibles and covering such risks (including risks with respect to environmental claims) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Credit Party or Subsidiary operates).

Unencumbered Properties. Except Schedule 5.19 hereto contains a complete and accurate description of Unencumbered Properties designated by the Borrower to constitute Unencumbered Properties hereunder as set forth of the Closing Date and as supplemented from time to time in Schedule 6.23 connection with the delivery of a Compliance Certificate pursuant to Section 6.01(c) hereof or as set forth in Section 2.13 and upon the written engineer reports provided to Agent on inclusion or before the date hereof, all removal of a Property as an Unencumbered Property for purposes of the financial covenants contained in Section 7.09, including the entity that owns each Unencumbered PropertiesProperty. With respect to each Property identified from time to time as an Unencumbered Property, Borrower hereby represents and all major building systems located thereon, are structurally sound, warrants as follows except to the extent disclosed in good condition writing to the Lenders and working order and free from material defects, subject to ordinary wear and tear, except for such approved by the Required Lenders (which approval shall not be unreasonably withheld): (a) No portion of any improvement on the Unencumbered Property is located in an area identified by the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such Real Estate which area, Borrower or the applicable Subsidiary, to the extent the same is not occupied by any tenant available on commercially reasonable terms, has obtained and which may not be will maintain insurance coverage for flood and other water damage in final working order pending final build-out of such space except where such defects have not had and could not reasonably be expected to have a Material Adverse Effect. Each the amount of the replacement cost of the improvements at the Unencumbered PropertiesProperty. (b) To the Borrower’s knowledge, the Unencumbered Property and the present use and operation thereof, is occupancy thereof are in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders zoning ordinances (without reliance upon adjoining or regulations, including without limitation, laws, regulations and ordinances relating to zoningother properties), building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, land use and Environmental Laws except in cases that would not reasonably cause a Material Adverse Effect(“Applicable Laws”). (c) The Unencumbered Property is served by all utilities required for the current use thereof. All water, sewer, electric, gas, telephone utility service is provided by public utilities and other utilities necessary for the use and operation of the Collateral Unencumbered Property are installed has accepted or is equipped to the property lines of the Collateral Property through dedicated public rights of way or through perpetual private easements accept such utility service. (d) Except with respect to which Assets Under Development, all public roads and streets necessary for service of and access to the Unencumbered Property for the current use thereof have been completed, are serviceable and all-weather and are physically and legally open for use by the public. (e) The Unencumbered Property is served by public water and sewer systems or, if the Unencumbered Property is not serviced by a public water and sewer system, such alternate systems are adequate and meet, in all material respects, all requirements and regulations of, and otherwise complies in all material respects with, all Applicable Laws with respect to such alternate systems. (f) Borrower is not aware of any material latent or patent structural defect in the Unencumbered Property. The Unencumbered Property is free of damage and waste that would materially and adversely affect the value of the Unencumbered Property (other than any casualty loss being handled in accordance with the Loan Documents or condemnation proceedings being handled in accordance with Loan Documents) and is in adequate repair for its intended use. The Unencumbered Property is free from material damage caused by fire or other casualty (other than any casualty loss being handled in accordance with the Loan Documents). There is no pending or, to the actual knowledge of Borrower, threatened condemnation proceedings affecting the Unencumbered Property, or any material part thereof. (g) To Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on the Unencumbered Property are in a condition and repair adequate for its intended use and, to Borrower’s knowledge, in material compliance with all Applicable Laws with respect to such systems. (h) All improvements on the Unencumbered Property lie within the boundaries and building restrictions of the legal description of record of the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property, no such improvements encroach upon easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property and no improvements on adjoining properties encroach upon the Unencumbered Property or easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property. All access routes that materially benefit the Unencumbered Property are available to Borrower or the applicable Mortgage creates Subsidiary of the Borrower, constitute permanent easements that benefit all or part of the Unencumbered Property or are public property, and the Unencumbered Property, by virtue of such easements or otherwise, is contiguous to a valid physically open, dedicated all weather public street, and enforceable first lien subject has any necessary permits for ingress and egress. (i) There are no material delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the Unencumbered Property except to Permitted Liens and, except the extent such items are being contested in good faith and as to which adequate reserves have been provided. (j) Each Unencumbered Property satisfies each of the requirements set forth in the case definition of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law, and except where the failure “Unencumbered Property”. A breach of any of the foregoing could representations and warranties contained in this Section 5.19 with respect to a Property shall disqualify such Property from being an Unencumbered Property for so long as such breach continues (unless otherwise approved by the Required Lenders) but shall not reasonably be expected to have constitute a Material Adverse Effect. There are no material unpaid or outstanding real estate or other taxes or assessments on or against any Default (unless the elimination of such Property as an Unencumbered Property results in a Default under one of the Unencumbered Properties which are payable by Borrower (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by provisions of this Agreement). Except as otherwise disclosed to Agent in writing, there are no pending, or to the knowledge of Borrower or Subsidiary Guarantors threatened or contemplated, eminent domain proceedings against any of the Unencumbered Properties. Except as otherwise disclosed to Agent in writing, none of the Unencumbered Properties is now damaged as a result of any fire, explosion, accident, flood or other casualty. Except as otherwise disclosed to Agent in writing, none of the Borrower or Subsidiary Guarantors have received any outstanding notice from any insurer or its agent requiring performance of any work with respect to any of the Unencumbered Properties or canceling or threatening to cancel any policy of insurance, and each of the Unencumbered Properties complies with the material requirements of all of the Borrower’s and Subsidiary Guarantors’ insurance carriers, except where any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed to Agent, the Borrower and the Subsidiary Guarantors have no Management Agreements for any of the Unencumbered Properties. To the best knowledge of the Borrower and the Subsidiary Guarantors, there are no material claims or any bases for material claims in respect of any Unencumbered Property or its operation by any party to any service agreement or Management Agreement that would have a Material Adverse Effect. No person or entity has any right or option to acquire any Unencumbered Property or any Building thereon or any portion thereof or interest therein, except for certain tenants pursuant to the terms of their Leases with Subsidiary Guarantors. The Unencumbered Properties are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party, in such amounts, with such deductibles and covering such risks (including risks with respect to environmental claims) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Credit Party or Subsidiary operates.

Unencumbered Properties. Except as set forth in (a) Schedule 6.23 or as set forth in the written engineer reports provided to Agent on or before the date hereof, all 5.21(a) contains a complete and accurate description of the Unencumbered Properties, and all major building systems located thereon, are structurally sound, in good condition and working order and free from material defects, subject Assets as of the Execution Date. (b) With respect to ordinary wear and tear, except for such each Project identified as an Unencumbered Asset on Schedule 5.21(a): (1) no portion of any improvement on such Real Estate which Unencumbered Asset is not occupied located in an area identified by the Secretary of Housing and Urban Development or any tenant successor thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973 or any successor law, or, if located within any such area, the Issuer has obtained and which may not be will maintain the insurance (including flood insurance) prescribed in final working order pending final build-out of Section 9.2; (2) to the Issuer’s knowledge, such space except where such defects have not had and could not reasonably be expected to have a Material Adverse Effect. Each of the Unencumbered Properties, Asset and the present use and operation thereof, is occupancy thereof are in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders zoning ordinances (without reliance upon adjoining or regulations, including without limitation, laws, regulations and ordinances relating to zoningother properties), building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation land use and protection, wetlands, tidelandsEnvironmental Laws, and Environmental Laws except in cases that would not reasonably cause a Material Adverse Effectother similar laws (herein, “Applicable Laws”); (3) such Unencumbered Asset is served by all utilities required for the current or contemplated use thereof. All water, sewer, electric, gas, telephone utility service is provided by public utilities and other utilities such Unencumbered Asset has accepted or is equipped to accept such utility service; (4) all public roads and streets necessary for service of and access to such Unencumbered Asset for the current or contemplated use thereof have been completed, are serviceable and operation of all-weather and are physically and legally open for use by the Collateral Property public; (5) such Unencumbered Asset is served by public water and sewer systems or, if such Unencumbered Asset is not serviced by a public water and sewer system, such alternate systems are installed to the property lines of the Collateral Property through dedicated public rights of way or through perpetual private easements adequate and meet, in all material respects, all requirements and regulations of, and otherwise comply in all material respects with, all Applicable Laws with respect to which such alternate systems; (6) the applicable Mortgage creates Issuer is not aware of any latent or patent structural or other significant deficiency of such Unencumbered Asset. Such Unencumbered Asset is free of damage and waste that would materially and adversely affect the value of such Unencumbered Asset and is in good repair, and there is no deferred maintenance other than ordinary wear and tear. Such Unencumbered Asset is free from damage caused by fire or other casualty. There is no pending or, to the actual knowledge of the Issuer, threatened condemnation proceedings affecting such Unencumbered Asset, or any material part thereof; (7) to the Issuer’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on such Unencumbered Asset are in a valid good and enforceable first lien subject to Permitted Liens safe condition and repair and, to the Issuer’s knowledge, in material compliance with all Applicable Laws with respect to such systems; (8) all improvements on such Unencumbered Asset lie within the boundaries and building restrictions of the legal description of record of such Unencumbered Asset, no such improvements encroach upon easements benefiting such Unencumbered Asset other than encroachments that do not materially adversely affect the use or occupancy of such Unencumbered Asset and no improvements on adjoining properties encroach upon such Unencumbered Asset or easements benefiting such Unencumbered Asset other than encroachments that do not materially adversely affect the use or occupancy of such Unencumbered Asset. All amenities, access routes or other items that materially benefit such Unencumbered Asset are under direct control of the Issuer, constitute permanent easements that benefit all or part of such Unencumbered Asset or are public property, and such Unencumbered Asset, by virtue of such easements or otherwise, is contiguous to a physically open, dedicated all weather public street, and has the necessary permits for ingress and egress; (9) there are no delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting such Unencumbered Asset except to the extent such items are being contested in good faith and as to which adequate reserves have been provided; and (10) such Unencumbered Asset satisfies each of the requirements for an Unencumbered Asset as set forth in the case of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law, and except where the failure definition thereof. A breach of any of the foregoing could representations and warranties contained in this Section 5.21(b) with respect to a Project shall disqualify such Project from being an Unencumbered Asset for so long as such breach continues (unless otherwise approved by the Required Holders) but shall not reasonably be expected to have constitute a Material Adverse Effect. There are no material unpaid Default or outstanding real estate an Event of Default (unless the elimination of such Property as an Unencumbered Asset results in a Default or other taxes or assessments on or against any an Event of Default under one of the Unencumbered Properties which are payable by Borrower (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by provisions of this Agreement). Except as otherwise disclosed to Agent in writing, there are no pending, or to the knowledge of Borrower or Subsidiary Guarantors threatened or contemplated, eminent domain proceedings against any of the Unencumbered Properties. Except as otherwise disclosed to Agent in writing, none of the Unencumbered Properties is now damaged as a result of any fire, explosion, accident, flood or other casualty. Except as otherwise disclosed to Agent in writing, none of the Borrower or Subsidiary Guarantors have received any outstanding notice from any insurer or its agent requiring performance of any work with respect to any of the Unencumbered Properties or canceling or threatening to cancel any policy of insurance, and each of the Unencumbered Properties complies with the material requirements of all of the Borrower’s and Subsidiary Guarantors’ insurance carriers, except where any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed to Agent, the Borrower and the Subsidiary Guarantors have no Management Agreements for any of the Unencumbered Properties. To the best knowledge of the Borrower and the Subsidiary Guarantors, there are no material claims or any bases for material claims in respect of any Unencumbered Property or its operation by any party to any service agreement or Management Agreement that would have a Material Adverse Effect. No person or entity has any right or option to acquire any Unencumbered Property or any Building thereon or any portion thereof or interest therein, except for certain tenants pursuant to the terms of their Leases with Subsidiary Guarantors. The Unencumbered Properties are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party, in such amounts, with such deductibles and covering such risks (including risks with respect to environmental claims) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Credit Party or Subsidiary operates.

Unencumbered Properties. Except as set forth in As of the Agreement Execution Date, Schedule 6.23 or as set forth in the written engineer reports provided to Agent on or before the date hereof, all 7 is a correct and complete list of the Unencumbered Properties, including all applicable ownership information and: (a) Each of the Unencumbered Properties is not located in an area that has been identified by the Secretary of Housing and all major building systems located thereonUrban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, are structurally soundas amended, in good condition and working order and free from material defectsor any successor law or, subject to ordinary wear and tear, except for such if any portion of the industrial buildings on such Real Estate which Properties are located within any such area, the applicable Subsidiary Guarantor has obtained and will maintain through the Term B Facility Termination Date the insurance prescribed in Section 5.17 hereof. (b) To Borrower’s knowledge, each of the Unencumbered Properties and the present use and occupancy thereof are in material compliance with all material zoning ordinances (without reliance upon adjoining or other properties), health, fire and building codes, land use laws (including those regulating parking) and Environmental Laws (except as disclosed on the environmental assessments delivered to the Administrative Agent pursuant to this Agreement) and other similar laws (“Applicable Laws”). (c) Each of the Unencumbered Properties is served by all utilities required for the current or contemplated use thereof. (d) To Borrower’s knowledge, all public roads and streets necessary for service of and access to each of the Unencumbered Properties for the current or contemplated use thereof have been completed, and are open for use by the public, or appropriate insured private easements are in place. (e) Except as disclosed in any property condition reports delivered by the Administrative Agent, ▇▇▇▇▇▇▇▇ is not occupied by aware of any tenant and which may not be in final working order pending final build-out material latent or patent structural or other significant deficiency of such space except where such defects have not had and could not reasonably be expected to have a Material Adverse Effectthe Unencumbered Properties. Each of the Unencumbered Properties, Properties is free of damage and waste that would materially and adversely affect the use and operation thereofvalue of such Unencumbered Property, is in good condition and repair and to Borrower’s knowledge there is no deferred maintenance other than ordinary wear and tear. Each of the Unencumbered Properties is free from damage caused by fire or other casualty. (f) To Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on the Unencumbered Properties are in a good and safe condition and repair and to Borrower’s knowledge, in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders or regulations, including without limitation, laws, regulations and ordinances relating to zoning, building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, and Environmental Applicable Laws except in cases that would not reasonably cause a Material Adverse Effect. All water, sewer, electric, gas, telephone and other utilities necessary for the use and operation of the Collateral Property are installed to the property lines of the Collateral Property through dedicated public rights of way or through perpetual private easements with respect to which such systems. (g) To Borrower’s knowledge, all improvements on each Unencumbered Property lie within the applicable Mortgage creates a valid boundaries and enforceable first lien subject to Permitted Liens and, except in the case of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law, and except where the failure of any building restrictions of the foregoing could legal description of record of such Unencumbered Property, no improvements encroach upon easements benefiting the Unencumbered Properties other than encroachments that do not reasonably be expected materially adversely affect the use or occupancy of the Unencumbered Properties and no improvements on adjoining properties encroach upon the Unencumbered Properties or upon easements benefiting the Unencumbered Properties other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Properties. (h) To Borrower’s knowledge, all Leases are in full force and effect. Borrower is not in default under any Lease and Borrower has disclosed to have a Material Adverse Effect. Lenders in writing any material default, of which Borrower has knowledge, under any Lease which demises any material portion of the related Unencumbered Property. (i) There are no material unpaid or outstanding real estate delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other taxes outstanding charges affecting the Unencumbered Properties except to the extent such items are being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided and there is no risk of loss, forfeiture, or assessments on sale of any interest in the Unencumbered Properties during such proceedings. Each of the Unencumbered Properties is taxed separately without regard to any other property not included in the Unencumbered Properties. (j) No condemnation proceeding or eminent domain action is pending or threatened against any of the Unencumbered Properties which are payable by Borrower would impair the use, value, sale or occupancy of such Unencumbered Property (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by this Agreement). Except as otherwise disclosed to Agent any portion thereof) in writing, there are no pending, or to the knowledge of Borrower or Subsidiary Guarantors threatened or contemplated, eminent domain proceedings against any of the Unencumbered Properties. Except as otherwise disclosed to Agent in writing, none material manner. (k) Each of the Unencumbered Properties is now damaged as a result not, nor is any direct or indirect interest of any fire, explosion, accident, flood or other casualty. Except as otherwise disclosed to Agent in writing, none of the Borrower or any Subsidiary Guarantors have received Guarantor in any outstanding notice from any insurer Unencumbered Property or its agent requiring performance of any work in the ownership interest with respect to any owner of an Unencumbered Property, subject to any Lien other than Permitted Liens set forth in clauses (i) through (iv) of Section 6.14 or to any Negative Pledge (other than the Unencumbered Properties or canceling or threatening Liens and Negative Pledges created pursuant to cancel any policy this Agreement to secure the obligations of insurance, and each of the Unencumbered Properties complies with the material requirements of all of the Borrower’s and Subsidiary Guarantors’ insurance carriers, except where any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed to Agent, the Borrower and the Subsidiary Guarantors have no Management Agreements for any of the Unencumbered Properties. To the best knowledge of the Borrower and the Subsidiary Guarantors, there are no material claims or any bases for material claims in respect of any Unencumbered Property or its operation by any party to any service agreement or Management Agreement that would have a Material Adverse Effect. No person or entity has any right or option to acquire any Unencumbered Property or any Building thereon or any portion thereof or interest therein, except for certain tenants pursuant to the terms of their Leases with Subsidiary Guarantors. The Unencumbered Properties are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party, in such amounts, with such deductibles and covering such risks (including risks with respect to environmental claims) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Credit Party or Subsidiary operates).

Unencumbered Properties. Except as set forth in (a) Schedule 6.23 or as set forth in the written engineer reports provided to Agent on or before the date hereof, all 5.21(a) contains a complete and accurate description of the Unencumbered Properties, and all major building systems located thereon, are structurally sound, in good condition and working order and free from material defects, subject Assets as of the Execution Date. (b) With respect to ordinary wear and tear, except for such each Project identified as an Unencumbered Asset on Schedule 5.21(a): (1) no portion of any improvement on such Real Estate which Unencumbered Asset is not occupied located in an area identified by the Secretary of Housing and Urban Development or any tenant successor thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973 or any successor law, or, if located within any such area, the Issuer has obtained and which may not be will maintain the insurance (including flood insurance) prescribed in final working order pending final build-out of Section 9.2; (2) to the Issuer’s knowledge, such space except where such defects have not had and could not reasonably be expected to have a Material Adverse Effect. Each of the Unencumbered Properties, Asset and the present use and operation thereof, is occupancy thereof are in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders zoning ordinances (without reliance upon adjoining or regulations, including without limitation, laws, regulations and ordinances relating to zoningother properties), building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation land use and protection, wetlands, tidelandsEnvironmental Laws, and Environmental Laws except in cases that would not reasonably cause a Material Adverse Effectother similar laws (herein, “Applicable Laws”); (3) such Unencumbered Asset is served by all utilities required for the current or contemplated use thereof. All water, sewer, electric, gas, telephone utility service is provided by public utilities and other utilities such Unencumbered Asset has accepted or is equipped to accept such utility service; (4) all public roads and streets necessary for service of and access to such Unencumbered Asset for the current or contemplated use thereof have been completed, are serviceable and operation of all-weather and are physically and legally open for use by the Collateral Property public; (5) such Unencumbered Asset is served by public water and sewer systems or, if such Unencumbered Asset is not serviced by a public water and sewer system, such alternate systems are installed to the property lines of the Collateral Property through dedicated public rights of way or through perpetual private easements adequate and meet, in all material respects, all requirements and regulations of, and otherwise comply in all material respects with, all Applicable Laws with respect to which such alternate systems; (6) the applicable Mortgage creates Issuer is not aware of any latent or patent structural or other significant deficiency of such Unencumbered Asset. Such Unencumbered Asset is free of damage and waste that would materially and adversely affect the value of such Unencumbered Asset and is in good repair, and there is no deferred maintenance other than ordinary wear and tear. Such Unencumbered Asset is free from damage caused by fire or other casualty. There is no pending or, to the actual knowledge of the Issuer, threatened condemnation proceedings affecting such Unencumbered Asset, or any material part thereof; (7) to the Issuer’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on such Unencumbered Asset are in a valid good and enforceable first lien subject to Permitted Liens safe condition and repair and, to the Issuer’s knowledge, in material compliance with all Applicable Laws with respect to such systems; (8) all improvements on such Unencumbered Asset lie within the boundaries and building restrictions of the legal description of record of such Unencumbered Asset, no such improvements encroach upon easements benefiting such Unencumbered Asset other than encroachments that do not materially adversely affect the use or occupancy of such Unencumbered Asset and no improvements on adjoining properties encroach upon such Unencumbered Asset or easements benefiting such Unencumbered Asset other than encroachments that do not materially adversely affect the use or occupancy of such Unencumbered Asset. All amenities, access routes or other items that materially benefit such Unencumbered Asset are under direct control of the Issuer, constitute permanent easements that benefit all or part of such Unencumbered Asset or are public property, and such Unencumbered Asset, by virtue of such easements or otherwise, is contiguous to a physically open, dedicated all weather public street, and has the necessary permits for ingress and egress; (9) there are no delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting such Unencumbered Asset except to the extent such items are being contested in good faith and as to which adequate reserves have been provided; and (10) such Unencumbered Asset satisfies each of the requirements for an Unencumbered Asset as set forth in the case of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law, and except where the failure definition thereof. A breach of any of the foregoing could representations and warranties contained in this Section 5.21(b) with respect to a Project shall disqualify such Project from being an Unencumbered Asset for so long as such breach continues (unless otherwise approved in writing by the Required Holders) but shall not reasonably be expected to have constitute a Material Adverse Effect. There are no material unpaid Default or outstanding real estate an Event of Default (unless the elimination of such Property as an Unencumbered Asset results in a Default or other taxes or assessments on or against any an Event of Default under one of the Unencumbered Properties which are payable by Borrower (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by provisions of this Agreement). Except as otherwise disclosed to Agent in writing, there are no pending, or to the knowledge of Borrower or Subsidiary Guarantors threatened or contemplated, eminent domain proceedings against any of the Unencumbered Properties. Except as otherwise disclosed to Agent in writing, none of the Unencumbered Properties is now damaged as a result of any fire, explosion, accident, flood or other casualty. Except as otherwise disclosed to Agent in writing, none of the Borrower or Subsidiary Guarantors have received any outstanding notice from any insurer or its agent requiring performance of any work with respect to any of the Unencumbered Properties or canceling or threatening to cancel any policy of insurance, and each of the Unencumbered Properties complies with the material requirements of all of the Borrower’s and Subsidiary Guarantors’ insurance carriers, except where any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed to Agent, the Borrower and the Subsidiary Guarantors have no Management Agreements for any of the Unencumbered Properties. To the best knowledge of the Borrower and the Subsidiary Guarantors, there are no material claims or any bases for material claims in respect of any Unencumbered Property or its operation by any party to any service agreement or Management Agreement that would have a Material Adverse Effect. No person or entity has any right or option to acquire any Unencumbered Property or any Building thereon or any portion thereof or interest therein, except for certain tenants pursuant to the terms of their Leases with Subsidiary Guarantors. The Unencumbered Properties are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party, in such amounts, with such deductibles and covering such risks (including risks with respect to environmental claims) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Credit Party or Subsidiary operates.

Unencumbered Properties. Except Schedule 3.13 hereto contains a complete and accurate description of Unencumbered Properties designated by the Borrower to constitute Unencumbered Properties hereunder as set forth of the Effective Date and as supplemented from time to time in Schedule 6.23 connection with the delivery of the certificate required under Section 5.01(d) hereof or as set forth in Section 2.23 and upon the written engineer reports provided to Agent on inclusion or before the date hereof, all removal of a Property as an Unencumbered Property for purposes of the Borrowing Base Covenants, including the entity that owns each Unencumbered PropertiesProperty. With respect to each Property identified from time to time as an Unencumbered Property, Borrower hereby represents and all major building systems located thereon, are structurally sound, warrants as follows except to the extent disclosed in good condition writing to the Lenders and working order and free from material defects, subject to ordinary wear and tear, except for such approved by the Required Lenders (which approval shall not be unreasonably withheld): (a) No portion of any improvement on the Unencumbered Property is located in an area identified by the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such Real Estate which area, Borrower or the applicable Subsidiary, to the extent the same is not occupied by any tenant available on commercially reasonable terms, has obtained and which may not be will maintain insurance coverage for flood and other water damage in final working order pending final build-out of such space except where such defects have not had and could not reasonably be expected to have a Material Adverse Effect. Each the amount of the replacement cost of the improvements at the Unencumbered PropertiesProperty. (b) To the Borrower’s knowledge, the Unencumbered Property and the present use and operation thereof, is occupancy thereof are in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders zoning ordinances (without reliance upon adjoining or regulations, including without limitation, laws, regulations and ordinances relating to zoningother properties), building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, land use and Environmental Laws except in cases that would (“Applicable Laws”). (c) Except to the extent not reasonably cause a Material Adverse Effect. All watercompleted on Assets Under Development and Land, sewerthe Unencumbered Property is served by all utilities required for the current use thereof, electricall utility service is provided by public utilities and the Unencumbered Property has accepted or is equipped to accept such utility service. (d) Except to the extent not completed on Assets Under Development and Land, gas, telephone all roads and other utilities streets necessary for the use service of and operation of the Collateral Property are installed access to the property lines of Unencumbered Property for the Collateral current use thereof have been completed, are serviceable and all-weather and are physically and legally open for use by the public. (e) Except to the extent not completed on Assets Under Development and Land, the Unencumbered Property through dedicated is served by public rights of way or through perpetual private easements water and sewer systems or, if the Unencumbered Property is not serviced by a public water and sewer system, such alternate systems are adequate and meet, in all material respects, all requirements and regulations of, and otherwise complies in all material respects with, all Applicable Laws with respect to which such alternate systems. (f) Borrower is not aware of any material latent or patent structural defect in the Unencumbered Property. The Unencumbered Property is free of damage and waste that would materially and adversely affect the value of the Unencumbered Property (other than any casualty loss being handled in accordance with the Loan Documents or condemnation proceedings being handled in accordance with Loan Documents) and is in adequate repair for its intended use. The Unencumbered Property is free from material damage caused by fire or other casualty (other than any casualty loss being handled in accordance with the Loan Documents). There is no pending or, to the actual knowledge of Borrower, threatened condemnation proceedings affecting the Unencumbered Property, or any material part thereof. (g) Except to the extent not completed on Assets Under Development and Land, to Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on the Unencumbered Property are in a condition and repair adequate for its intended use and, to Borrower’s knowledge, in material compliance with all Applicable Laws with respect to such systems or with respect to any Unencumbered Property will be upon completion of such Unencumbered Property. (h) All improvements on the Unencumbered Property lie within the boundaries and building restrictions of the legal description of record of the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property, no such improvements encroach upon easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property and no improvements on adjoining properties encroach upon the Unencumbered Property or easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property. All access routes that materially benefit the Unencumbered Property are available to Borrower or the applicable Mortgage creates Subsidiary of the Borrower, constitute permanent easements that benefit all or part of the Unencumbered Property or are public property, and the Unencumbered Property, by virtue of such easements or otherwise, is contiguous to a valid physically open, dedicated all weather public street, and enforceable first lien subject has any necessary permits for ingress and egress. (i) There are no material delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the Unencumbered Property except to Permitted Liens and, except the extent such items are being contested in good faith and as to which adequate reserves have been provided. (j) Each Unencumbered Property satisfies each of the requirements set forth in the case definition of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law, and except where the failure “Unencumbered Property”. A breach of any of the foregoing could representations and warranties contained in this Section 3.13 with respect to a Property shall disqualify such Property from being an Unencumbered Property for so long as such breach continues (unless otherwise approved by the Required Lenders) but shall not reasonably be expected to have constitute a Material Adverse Effect. There are no material unpaid or outstanding real estate or other taxes or assessments on or against any Default (unless the elimination of such Property as an Unencumbered Property results in a Default under one of the Unencumbered Properties which are payable by Borrower (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by provisions of this Agreement). Except as otherwise disclosed to Agent in writing, there are no pending, or to the knowledge of Borrower or Subsidiary Guarantors threatened or contemplated, eminent domain proceedings against any of the Unencumbered Properties. Except as otherwise disclosed to Agent in writing, none of the Unencumbered Properties is now damaged as a result of any fire, explosion, accident, flood or other casualty. Except as otherwise disclosed to Agent in writing, none of the Borrower or Subsidiary Guarantors have received any outstanding notice from any insurer or its agent requiring performance of any work with respect to any of the Unencumbered Properties or canceling or threatening to cancel any policy of insurance, and each of the Unencumbered Properties complies with the material requirements of all of the Borrower’s and Subsidiary Guarantors’ insurance carriers, except where any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed to Agent, the Borrower and the Subsidiary Guarantors have no Management Agreements for any of the Unencumbered Properties. To the best knowledge of the Borrower and the Subsidiary Guarantors, there are no material claims or any bases for material claims in respect of any Unencumbered Property or its operation by any party to any service agreement or Management Agreement that would have a Material Adverse Effect. No person or entity has any right or option to acquire any Unencumbered Property or any Building thereon or any portion thereof or interest therein, except for certain tenants pursuant to the terms of their Leases with Subsidiary Guarantors. The Unencumbered Properties are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party, in such amounts, with such deductibles and covering such risks (including risks with respect to environmental claims) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Credit Party or Subsidiary operates.

Unencumbered Properties. Except Schedule 5.19 hereto contains a complete and accurate description of Unencumbered Properties designated by the Borrower to constitute Unencumbered Properties hereunder as set forth of the Closing Date and as supplemented from time to time in Schedule 6.23 connection with the delivery of a Compliance Certificate pursuant to Section 6.01(c) hereof or as set forth in Section 2.18 and upon the written engineer reports provided inclusion or removal of a Property as an Unencumbered Property for purposes of the financial covenants contained in Section 7.09, including the entity that owns each Unencumbered Property. With respect to Agent each Property identified from time to time as an Unencumbered Property, Borrower hereby represents and warrants as follows except to the extent the failure to comply with any of the following would not have a material adverse effect on or before the date hereof, all value of the Unencumbered Properties, Property or to the extent disclosed in writing to the Lenders and all major building systems located thereon, are structurally sound, in good condition and working order and free from material defects, subject to ordinary wear and tear, except for such approved by the Required Lenders (which approval shall not be unreasonably withheld): (a) No portion of any improvement on the Unencumbered Property is located in an area identified by the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such Real Estate which area, Borrower or the applicable Subsidiary, to the extent the same is not occupied by any tenant available on commercially reasonable terms, has obtained and which may not be will maintain insurance coverage for flood and other water damage in final working order pending final build-out of such space except where such defects have not had and could not reasonably be expected to have a Material Adverse Effect. Each the amount of the replacement cost of the improvements at the Unencumbered PropertiesProperty. (b) To the Borrower’s knowledge, the Unencumbered Property and the present use and operation thereof, is occupancy thereof are in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders zoning ordinances (without reliance upon adjoining or regulations, including without limitation, laws, regulations and ordinances relating to zoningother properties), building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, land use and Environmental Laws except in cases that would not reasonably cause a Material Adverse EffectLaws. (c) The Unencumbered Property is served by all utilities required for the current use thereof. All water, sewer, electric, gas, telephone utility service is provided by public utilities and other utilities necessary for the use and operation of the Collateral Unencumbered Property are installed has accepted or is equipped to the property lines of the Collateral Property through dedicated public rights of way or through perpetual private easements accept such utility service. (d) Except with respect to which Assets Under Development, all public roads and streets necessary for service of and access to the Unencumbered Property for the current use thereof have been completed, are serviceable and all-weather and are physically and legally open for use by the public. (e) The Unencumbered Property is served by public water and sewer systems or, if the Unencumbered Property is not serviced by a public water and sewer system, such alternate systems are adequate and meet, in all material respects, all requirements and regulations of, and otherwise complies in all material respects with, all Applicable Laws with respect to such alternate systems. (f) Borrower is not aware of any material latent or patent structural defect in the Unencumbered Property. The Unencumbered Property is free of damage and waste that would materially and adversely affect the value of the Unencumbered Property (other than any casualty loss being handled in accordance with the Loan Documents or condemnation proceedings being handled in accordance with Loan Documents) and is in adequate repair for its intended use. The Unencumbered Property is free from material damage caused by fire or other casualty (other than any casualty loss being handled in accordance with the Loan Documents). There is no pending or, to the actual knowledge of Borrower, threatened condemnation proceedings affecting the Unencumbered Property, or any material part thereof. (g) To Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on the Unencumbered Property are in a condition and repair adequate for its intended use and, to Borrower’s knowledge, in material compliance with all Applicable Laws with respect to such systems. (h) All improvements on the Unencumbered Property lie within the boundaries and building restrictions of the legal description of record of the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property, no such improvements encroach upon easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property and no improvements on adjoining properties encroach upon the Unencumbered Property or easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property. All access routes that materially benefit the Unencumbered Property are available to Borrower or the applicable Mortgage creates Subsidiary of the Borrower, constitute permanent easements that benefit all or part of the Unencumbered Property or are public property, and the Unencumbered Property, by virtue of such easements or otherwise, is contiguous to a valid physically open, dedicated all weather public street, and enforceable first lien subject has any necessary permits for ingress and egress. (i) There are no material delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the Unencumbered Property except to Permitted Liens and, except the extent such items are being contested in good faith and as to which adequate reserves have been provided. (j) Each Unencumbered Property satisfies each of the requirements set forth in the case definition of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law, and except where the failure “Unencumbered Property”. A breach of any of the foregoing could representations and warranties contained in this Section 5.19 with respect to a Property shall disqualify such Property from being an Unencumbered Property for so long as such breach continues (unless otherwise approved by the Required Lenders) but shall not reasonably be expected to have constitute a Material Adverse Effect. There are no material unpaid or outstanding real estate or other taxes or assessments on or against any Default (unless the elimination of such Property as an Unencumbered Property results in a Default under one of the Unencumbered Properties which are payable by Borrower (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by provisions of this Agreement). Except as otherwise disclosed to Agent in writing, there are no pending, or to the knowledge of Borrower or Subsidiary Guarantors threatened or contemplated, eminent domain proceedings against any of the Unencumbered Properties. Except as otherwise disclosed to Agent in writing, none of the Unencumbered Properties is now damaged as a result of any fire, explosion, accident, flood or other casualty. Except as otherwise disclosed to Agent in writing, none of the Borrower or Subsidiary Guarantors have received any outstanding notice from any insurer or its agent requiring performance of any work with respect to any of the Unencumbered Properties or canceling or threatening to cancel any policy of insurance, and each of the Unencumbered Properties complies with the material requirements of all of the Borrower’s and Subsidiary Guarantors’ insurance carriers, except where any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed to Agent, the Borrower and the Subsidiary Guarantors have no Management Agreements for any of the Unencumbered Properties. To the best knowledge of the Borrower and the Subsidiary Guarantors, there are no material claims or any bases for material claims in respect of any Unencumbered Property or its operation by any party to any service agreement or Management Agreement that would have a Material Adverse Effect. No person or entity has any right or option to acquire any Unencumbered Property or any Building thereon or any portion thereof or interest therein, except for certain tenants pursuant to the terms of their Leases with Subsidiary Guarantors. The Unencumbered Properties are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party, in such amounts, with such deductibles and covering such risks (including risks with respect to environmental claims) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Credit Party or Subsidiary operates.

Unencumbered Properties. Except Schedule 5.19 hereto contains a complete and accurate description of Unencumbered Properties designated by the Company to constitute Unencumbered Properties hereunder as set forth of the Closing Date and as supplemented from time to time in Schedule 6.23 connection with the delivery of a Compliance Certificate pursuant to Section 6.01(c) hereof or as set forth in Section 2.18 and upon the written engineer reports provided inclusion or removal of a Property as an Unencumbered Property for purposes of the financial covenants contained in Section 7.09, including the entity that owns each Unencumbered Property. With respect to Agent each Property identified from time to time as an Unencumbered Property, each Borrower hereby represents and warrants as follows except to the extent the failure to comply with any of the following would not have a material adverse effect on or before the date hereof, all value of the Unencumbered Properties, Property or to the extent disclosed in writing to the Lenders and all major building systems located thereon, are structurally sound, in good condition and working order and free from material defects, subject to ordinary wear and tear, except for such approved by the Required Lenders (which approval shall not be unreasonably withheld): (a) No portion of any improvement on the Unencumbered Property is located in an area identified by the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such Real Estate which area, the Company or the applicable Subsidiary, to the extent the same is not occupied by any tenant available on commercially reasonable terms, has obtained and which may not be will maintain insurance coverage for flood and other water damage in final working order pending final build-out of such space except where such defects have not had and could not reasonably be expected to have a Material Adverse Effect. Each the amount of the replacement cost of the improvements at the Unencumbered PropertiesProperty. (b) To such Borrower’s knowledge, the Unencumbered Property and the present use and operation thereof, is occupancy thereof are in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders zoning ordinances (without reliance upon adjoining or regulations, including without limitation, laws, regulations and ordinances relating to zoningother properties), building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, land use and Environmental Laws except in cases that would not reasonably cause a Material Adverse Effect. All water, sewer, electric, gas, telephone and other utilities necessary for the use and operation of the Collateral Property are installed to the property lines of the Collateral Property through dedicated public rights of way or through perpetual private easements with respect to which the applicable Mortgage creates a valid and enforceable first lien subject to Permitted Liens andLaws, except in the case of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building such instances in compliance with applicable law, and except where which the failure of any of the foregoing could not reasonably be expected to have a Material Adverse Effect. There are no material unpaid or outstanding real estate or other taxes or assessments on or against any of the Unencumbered Properties which are payable by Borrower (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by this Agreement). Except as otherwise disclosed to Agent in writing, there are no pending, or to the knowledge of Borrower or Subsidiary Guarantors threatened or contemplated, eminent domain proceedings against any of the Unencumbered Properties. Except as otherwise disclosed to Agent in writing, none of the Unencumbered Properties is now damaged as a result of any fire, explosion, accident, flood or other casualty. Except as otherwise disclosed to Agent in writing, none of the Borrower or Subsidiary Guarantors have received any outstanding notice from any insurer or its agent requiring performance of any work with respect to any of the Unencumbered Properties or canceling or threatening to cancel any policy of insurance, and each of the Unencumbered Properties complies with the material requirements of all of the Borrower’s and Subsidiary Guarantors’ insurance carriers, except where any of the foregoing comply therewith would not reasonably be expected to have a Material Adverse Effectmaterially adverse effect on the value or operations of such Unencumbered Property. (c) The Unencumbered Property is served by all utilities required for the current use thereof. Except as otherwise disclosed to Agent, the Borrower All utility service is provided by public utilities and the Unencumbered Property has accepted or is equipped to accept such utility service. (d) Except with respect to any Assets Under Development, all public roads and streets necessary for service of and access to the Unencumbered Property for the current use thereof have been completed, are serviceable and all-weather and are physically and legally open for use by the public. (e) The Unencumbered Property is served by public water and sewer systems or, if the Unencumbered Property is not serviced by a public water and sewer system, such alternate systems are adequate and meet, in all material respects, all requirements and regulations of, and otherwise complies in all material respects with, all Applicable Laws with respect to such alternate systems. (f) Such Borrower is not aware of any material latent or patent structural defect in the Unencumbered Property. The Unencumbered Property is free of damage and waste that would materially and adversely affect the value of the Unencumbered Property (other than any casualty loss being handled in accordance with the Loan Documents or condemnation proceedings being handled in accordance with Loan Documents) and is in adequate repair for its intended use. The Unencumbered Property is free from material damage caused by fire or other casualty (other than any casualty loss being handled in accordance with the Loan Documents). There is no pending or, to the actual knowledge of any Borrower, threatened condemnation proceedings affecting the Unencumbered Property, or any material part thereof, in each case that would materially detract from the value of such Unencumbered Property, impair the use or operation thereof, or interfere with the ordinary conduct of business of any Loan Party. (g) To such Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on the Unencumbered Property are in a condition and repair adequate for its intended use and, to such Borrower’s knowledge, in material compliance with all Applicable Laws with respect to such systems. (h) All improvements on the Unencumbered Property lie within the boundaries and building restrictions of the legal description of record of the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property, no such improvements encroach upon easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property and no improvements on adjoining properties encroach upon the Unencumbered Property or easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property. All access routes that materially benefit the Unencumbered Property are available to the Company or the applicable Subsidiary Guarantors of the Company, constitute permanent easements that benefit all or part of the Unencumbered Property or are public property, and the Unencumbered Property, by virtue of such easements or otherwise, is contiguous to a physically open, dedicated all weather public street, and has any necessary permits for ingress and egress. (i) There are no material delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the Unencumbered Property except to the extent such items are being contested in good faith and as to which adequate reserves have no Management Agreements for been provided. (j) Each Unencumbered Property satisfies each of the requirements set forth in the definition of “Unencumbered Property”. A breach of any of the Unencumbered Properties. To the best knowledge of the Borrower representations and the Subsidiary Guarantors, there are no material claims or any bases for material claims warranties contained in respect of any Unencumbered Property or its operation by any party to any service agreement or Management Agreement that would have a Material Adverse Effect. No person or entity has any right or option to acquire any Unencumbered Property or any Building thereon or any portion thereof or interest therein, except for certain tenants pursuant to the terms of their Leases with Subsidiary Guarantors. The Unencumbered Properties are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party, in such amounts, with such deductibles and covering such risks (including risks this Section 5.19 with respect to environmental claimsa Property shall disqualify such Property from being an Unencumbered Property for so long as such breach continues (unless otherwise approved by the Required Lenders) but shall not constitute a Default (unless the elimination of such Property as are customarily carried by companies engaged an Unencumbered Property results in similar businesses and owning similar properties in localities where a Default under one of the applicable Credit Party or Subsidiary operatesother provisions of this Agreement).

Unencumbered Properties. As of the Agreement Execution Date, Schedule 7 is a correct and complete list of the Initial Unencumbered Properties, including all applicable ownership information and: (a) Each of the Unencumbered Properties is not located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law or, if any portion of the industrial buildings on such Properties are located within any such area, the applicable Subsidiary Guarantor has obtained and will maintain through the Term B Facility Termination Date the insurance prescribed in Section 5.17 hereof. (b) To Borrower’s knowledge, each of the Unencumbered Properties and the present use and occupancy thereof are in material compliance with all material zoning ordinances (without reliance upon adjoining or other properties), health, fire and building codes, land use laws (including those regulating parking) and Environmental Laws (except as disclosed on the environmental assessments delivered to the Administrative Agent pursuant to this Agreement) and other similar laws (“Applicable Laws”). (c) Each of the Unencumbered Properties is served by all utilities required for the current or contemplated use thereof. (d) To Borrower’s knowledge, all public roads and streets necessary for service of and access to each of the Unencumbered Properties for the current or contemplated use thereof have been completed, and are open for use by the public, or appropriate insured private easements are in place. (e) Except as set forth disclosed in Schedule 6.23 any property condition reports delivered by the Administrative Agent, Borrower is not aware of any material latent or as set forth in the written engineer reports provided to Agent on patent structural or before the date hereof, all other significant deficiency of the Unencumbered Properties, and all major building systems located thereon, are structurally sound, in good condition and working order and free from material defects, subject to ordinary wear and tear, except for such portion of such Real Estate which is not occupied by any tenant and which may not be in final working order pending final build-out of such space except where such defects have not had and could not reasonably be expected to have a Material Adverse Effect. Each of the Unencumbered Properties, Properties is free of damage and waste that would materially and adversely affect the use and operation thereofvalue of such Unencumbered Property, is in good condition and repair and to Borrower’s knowledge there is no deferred maintenance other than ordinary wear and tear. Each of the Unencumbered Properties is free from damage caused by fire or other casualty. (f) To Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on the Unencumbered Properties are in a good and safe condition and repair and to Borrower’s knowledge, in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders or regulations, including without limitation, laws, regulations and ordinances relating to zoning, building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, and Environmental Applicable Laws except in cases that would not reasonably cause a Material Adverse Effect. All water, sewer, electric, gas, telephone and other utilities necessary for the use and operation of the Collateral Property are installed to the property lines of the Collateral Property through dedicated public rights of way or through perpetual private easements with respect to which such systems. (g) To Borrower’s knowledge, all improvements on each Unencumbered Property lie within the applicable Mortgage creates a valid boundaries and enforceable first lien subject to Permitted Liens and, except in the case of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law, and except where the failure of any building restrictions of the foregoing could legal description of record of such Unencumbered Property, no improvements encroach upon easements benefiting the Unencumbered Properties other than encroachments that do not reasonably be expected materially adversely affect the use or occupancy of the Unencumbered Properties and no improvements on adjoining properties encroach upon the Unencumbered Properties or upon easements benefiting the Unencumbered Properties other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Properties. (h) To Borrower’s knowledge, all Leases are in full force and effect. Borrower is not in default under any Lease and Borrower has disclosed to have a Material Adverse Effect. Lenders in writing any material default, of which Borrower has knowledge, under any Lease which demises any material portion of the related Unencumbered Property. (i) There are no material unpaid or outstanding real estate delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other taxes outstanding charges affecting the Unencumbered Properties except to the extent such items are being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided and there is no risk of loss, forfeiture, or assessments on sale of any interest in the Unencumbered Properties during such proceedings. Each of the Unencumbered Properties is taxed separately without regard to any other property not included in the Unencumbered Properties. (j) No condemnation proceeding or eminent domain action is pending or threatened against any of the Unencumbered Properties which are payable by Borrower would impair the use, value, sale or occupancy of such Unencumbered Property (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by this Agreement). Except as otherwise disclosed to Agent any portion thereof) in writing, there are no pending, or to the knowledge of Borrower or Subsidiary Guarantors threatened or contemplated, eminent domain proceedings against any of the Unencumbered Properties. Except as otherwise disclosed to Agent in writing, none material manner. (k) Each of the Unencumbered Properties is now damaged as a result not, nor is any direct or indirect interest of any fire, explosion, accident, flood or other casualty. Except as otherwise disclosed to Agent in writing, none of the Borrower or any Subsidiary Guarantors have received Guarantor in any outstanding notice from any insurer Unencumbered Property or its agent requiring performance of any work in the ownership interest with respect to any owner of an Unencumbered Property, subject to any Lien other than Permitted Liens set forth in clauses (i) through (iv) of Section 6.14 or to any Negative Pledge (other than the Unencumbered Properties or canceling or threatening Liens and Negative Pledges created pursuant to cancel any policy this Agreement to secure the obligations of insurance, and each of the Unencumbered Properties complies with the material requirements of all of the Borrower’s and Subsidiary Guarantors’ insurance carriers, except where any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed to Agent, the Borrower and the Subsidiary Guarantors have no Management Agreements for any of the Unencumbered Properties. To the best knowledge of the Borrower and the Subsidiary Guarantors, there are no material claims or any bases for material claims in respect of any Unencumbered Property or its operation by any party to any service agreement or Management Agreement that would have a Material Adverse Effect. No person or entity has any right or option to acquire any Unencumbered Property or any Building thereon or any portion thereof or interest therein, except for certain tenants pursuant to the terms of their Leases with Subsidiary Guarantors. The Unencumbered Properties are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party, in such amounts, with such deductibles and covering such risks (including risks with respect to environmental claims) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Credit Party or Subsidiary operates).

Unencumbered Properties. Except Schedule 7.1(s) hereto contains a complete and accurate description of Unencumbered Properties designated by the Borrower to constitute Unencumbered Properties hereunder as set forth of the Effective Date and as supplemented from time to time in Schedule 6.23 connection with the delivery of a Compliance Certificate pursuant to Section 9.3 hereof or as set forth in Section 4.1 or 4.2 and upon the written engineer reports provided inclusion or removal of a Property as an Unencumbered Property for purposes of the financial covenants contained in Section 10.1, including the entity that owns each Unencumbered Property. With respect to Agent each Property identified from time to time as an Unencumbered Property, Borrower hereby represents and warrants as follows except to the extent the failure to comply with any of the following would not have a material adverse effect on or before the date hereof, all value of the Unencumbered Properties, Property or to the extent disclosed in writing to the Lenders and all major building systems located thereon, are structurally sound, in good condition and working order and free from material defects, subject to ordinary wear and tear, except for such approved by the Requisite Lenders (which approval shall not be unreasonably withheld): (i) No portion of any improvement on the Unencumbered Property is located in an area identified by the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such Real Estate which area, Borrower or the applicable Subsidiary, to the extent the same is not occupied by any tenant available on commercially reasonable terms, has obtained and which may not be will maintain insurance coverage for flood and other water damage in final working order pending final build-out of such space except where such defects have not had and could not reasonably be expected to have a Material Adverse Effect. Each the amount of the replacement cost of the improvements at the Unencumbered PropertiesProperty. (ii) To the Borrower’s knowledge, the Unencumbered Property and the present use and operation thereof, is occupancy thereof are in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders zoning ordinances (without reliance upon adjoining or regulations, including without limitation, laws, regulations and ordinances relating to zoningother properties), building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, land use and Environmental Laws except in cases that would not reasonably cause a Material Adverse Effect(“Applicable Laws”). (iii) The Unencumbered Property is served by all utilities required for the current use thereof. All water, sewer, electric, gas, telephone utility service is provided by public utilities and other utilities necessary for the use and operation of the Collateral Unencumbered Property are installed has accepted or is equipped to the property lines of the Collateral Property through dedicated public rights of way or through perpetual private easements accept such utility service. (iv) Except with respect to which Assets Under Development, all public roads and streets necessary for service of and access to the Unencumbered Property for the current use thereof have been completed, are serviceable and all-weather and are physically and legally open for use by the public. (v) The Unencumbered Property is served by public water and sewer systems or, if the Unencumbered Property is not serviced by a public water and sewer system, such alternate systems are adequate and meet, in all material respects, all requirements and regulations of, and otherwise complies in all material respects with, all Applicable Laws with respect to such alternate systems. (vi) Borrower is not aware of any material latent or patent structural defect in the Unencumbered Property. The Unencumbered Property is free of damage and waste that would materially and adversely affect the value of the Unencumbered Property (other than any casualty loss being handled in accordance with the Loan Documents or condemnation proceedings being handled in accordance with Loan Documents) and is in adequate repair for its intended use. The Unencumbered Property is free from material damage caused by fire or other casualty (other than any casualty loss being handled in accordance with the Loan Documents). There is no pending or, to the actual knowledge of Borrower, threatened condemnation proceedings affecting the Unencumbered Property, or any material part thereof. (vii) To Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on the Unencumbered Property are in a condition and repair adequate for its intended use and, to Borrower’s knowledge, in material compliance with all Applicable Laws with respect to such systems. (viii) All improvements on the Unencumbered Property lie within the boundaries and building restrictions of the legal description of record of the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property, no such improvements encroach upon easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property and no improvements on adjoining properties encroach upon the Unencumbered Property or easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property. All access routes that materially benefit the Unencumbered Property are available to Borrower or the applicable Mortgage creates Subsidiary of the Borrower, constitute permanent easements that benefit all or part of the Unencumbered Property or are public property, and the Unencumbered Property, by virtue of such easements or otherwise, is contiguous to a valid physically open, dedicated all weather public street, and enforceable first lien subject has any necessary permits for ingress and egress. (ix) There are no material delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the Unencumbered Property except to Permitted Liens and, except the extent such items are being contested in good faith and as to which adequate reserves have been provided. (x) Each Unencumbered Property satisfies each of the requirements set forth in the case definition of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law, and except where the failure “Unencumbered Property”. (xi) A breach of any of the foregoing could representations and warranties contained in this Section 7.1(s) with respect to a Property shall disqualify such Property from being an Unencumbered Property for so long as such breach continues (unless otherwise approved by the Requisite Lenders) but shall not reasonably be expected to have constitute a Material Adverse Effect. There are no material unpaid or outstanding real estate or other taxes or assessments on or against any Default (unless the elimination of such Property as an Unencumbered Property results in a Default under one of the Unencumbered Properties which are payable by Borrower (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by provisions of this Agreement). Except as otherwise disclosed to Agent in writing, there are no pending, or to the knowledge of Borrower or Subsidiary Guarantors threatened or contemplated, eminent domain proceedings against any of the Unencumbered Properties. Except as otherwise disclosed to Agent in writing, none of the Unencumbered Properties is now damaged as a result of any fire, explosion, accident, flood or other casualty. Except as otherwise disclosed to Agent in writing, none of the Borrower or Subsidiary Guarantors have received any outstanding notice from any insurer or its agent requiring performance of any work with respect to any of the Unencumbered Properties or canceling or threatening to cancel any policy of insurance, and each of the Unencumbered Properties complies with the material requirements of all of the Borrower’s and Subsidiary Guarantors’ insurance carriers, except where any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed to Agent, the Borrower and the Subsidiary Guarantors have no Management Agreements for any of the Unencumbered Properties. To the best knowledge of the Borrower and the Subsidiary Guarantors, there are no material claims or any bases for material claims in respect of any Unencumbered Property or its operation by any party to any service agreement or Management Agreement that would have a Material Adverse Effect. No person or entity has any right or option to acquire any Unencumbered Property or any Building thereon or any portion thereof or interest therein, except for certain tenants pursuant to the terms of their Leases with Subsidiary Guarantors. The Unencumbered Properties are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party, in such amounts, with such deductibles and covering such risks (including risks with respect to environmental claims) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Credit Party or Subsidiary operates.

Unencumbered Properties. Except Schedule 3.13 hereto contains a complete and accurate description of Unencumbered Properties designated by the Borrower to constitute Unencumbered Properties hereunder as set forth of the Effective Date and as supplemented from time to time in Schedule 6.23 connection with the delivery of the certificate required under Section 5.01(d) hereof or as set forth in Section 2.23 and upon the written engineer reports provided to Agent on inclusion or before the date hereof, all removal of a Property as an Unencumbered Property for purposes of the Borrowing Base Covenants, including the entity that owns each Unencumbered PropertiesProperty. With respect to each Property ​ ​ identified from time to time as an Unencumbered Property, Borrower hereby represents and all major building systems located thereon, are structurally sound, warrants as follows except to the extent disclosed in good condition writing to the Lenders and working order and free from material defects, subject to ordinary wear and tear, except for such approved by the Required Lenders (which approval shall not be unreasonably withheld): (a) No portion of any improvement on the Unencumbered Property is located in an area identified by the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such Real Estate which area, Borrower or the applicable Subsidiary, to the extent the same is not occupied by any tenant available on commercially reasonable terms, has obtained and which may not be will maintain insurance coverage for flood and other water damage in final working order pending final build-out of such space except where such defects have not had and could not reasonably be expected to have a Material Adverse Effect. Each the amount of the replacement cost of the improvements at the Unencumbered PropertiesProperty. (b) To the Borrower’s knowledge, the Unencumbered Property and the present use and operation thereof, is occupancy thereof are in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders zoning ordinances (without reliance upon adjoining or regulations, including without limitation, laws, regulations and ordinances relating to zoningother properties), building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, land use and Environmental Laws except in cases that would (“Applicable Laws”). (c) Except to the extent not reasonably cause a Material Adverse Effect. All watercompleted on Assets Under Development and Land, sewerthe Unencumbered Property is served by all utilities required for the current use thereof, electricall utility service is provided by public utilities and the Unencumbered Property has accepted or is equipped to accept such utility service. (d) Except to the extent not completed on Assets Under Development and Land, gas, telephone all roads and other utilities streets necessary for the use service of and operation of the Collateral Property are installed access to the property lines of Unencumbered Property for the Collateral current use thereof have been completed, are serviceable and all-weather and are physically and legally open for use by the public. (e) Except to the extent not completed on Assets Under Development and Land, the Unencumbered Property through dedicated is served by public rights of way or through perpetual private easements water and sewer systems or, if the Unencumbered Property is not serviced by a public water and sewer system, such alternate systems are adequate and meet, in all material respects, all requirements and regulations of, and otherwise complies in all material respects with, all Applicable Laws with respect to which such alternate systems. (f) Borrower is not aware of any material latent or patent structural defect in the Unencumbered Property. The Unencumbered Property is free of damage and waste that would materially and adversely affect the value of the Unencumbered Property (other than any casualty loss being handled in accordance with the Loan Documents or condemnation proceedings being handled in accordance with Loan Documents) and is in adequate repair for its intended use. The Unencumbered Property is free from material damage caused by fire or other casualty (other than any casualty loss being handled in accordance with the Loan Documents). There is no pending or, to the actual knowledge of Borrower, threatened condemnation proceedings affecting the Unencumbered Property, or any material part thereof, in each case that would materially detract from the value of such Unencumbered Property, impair the use or operation thereof, or interfere with the ordinary conduct of business of the Borrower or any Subsidiary. (g) Except to the extent not completed on Assets Under Development and Land, to Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on the Unencumbered Property are in a condition and repair adequate for its intended use and, to Borrower’s knowledge, in material compliance with all Applicable ​ ​ Laws with respect to such systems or with respect to any Unencumbered Property will be upon completion of such Unencumbered Property. (h) All improvements on the Unencumbered Property lie within the boundaries and building restrictions of the legal description of record of the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property, no such improvements encroach upon easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property and no improvements on adjoining properties encroach upon the Unencumbered Property or easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property. All access routes that materially benefit the Unencumbered Property are available to Borrower or the applicable Mortgage creates Subsidiary of the Borrower, constitute permanent easements that benefit all or part of the Unencumbered Property or are public property, and the Unencumbered Property, by virtue of such easements or otherwise, is contiguous to a valid physically open, dedicated all weather public street, and enforceable first lien subject has any necessary permits for ingress and egress. (i) There are no material delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the Unencumbered Property except to Permitted Liens and, except the extent such items are being contested in good faith and as to which adequate reserves have been provided. (j) Each Unencumbered Property satisfies each of the requirements set forth in the case definition of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law, and except where the failure “Unencumbered Property”. A breach of any of the foregoing could representations and warranties contained in this Section 3.13 with respect to a Property shall disqualify such Property from being an Unencumbered Property for so long as such breach continues (unless otherwise approved by the Required Lenders) but shall not reasonably be expected to have constitute a Material Adverse Effect. There are no material unpaid Default or outstanding real estate an Event of Default (unless the elimination of such Property as an Unencumbered Property results in a Default or other taxes or assessments on or against any Event of Default under one of the Unencumbered Properties which are payable by Borrower (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by provisions of this Agreement). Except as otherwise disclosed to Agent in writing, there are no pending, or to the knowledge of Borrower or Subsidiary Guarantors threatened or contemplated, eminent domain proceedings against any of the Unencumbered Properties. Except as otherwise disclosed to Agent in writing, none of the Unencumbered Properties is now damaged as a result of any fire, explosion, accident, flood or other casualty. Except as otherwise disclosed to Agent in writing, none of the Borrower or Subsidiary Guarantors have received any outstanding notice from any insurer or its agent requiring performance of any work with respect to any of the Unencumbered Properties or canceling or threatening to cancel any policy of insurance, and each of the Unencumbered Properties complies with the material requirements of all of the Borrower’s and Subsidiary Guarantors’ insurance carriers, except where any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed to Agent, the Borrower and the Subsidiary Guarantors have no Management Agreements for any of the Unencumbered Properties. To the best knowledge of the Borrower and the Subsidiary Guarantors, there are no material claims or any bases for material claims in respect of any Unencumbered Property or its operation by any party to any service agreement or Management Agreement that would have a Material Adverse Effect. No person or entity has any right or option to acquire any Unencumbered Property or any Building thereon or any portion thereof or interest therein, except for certain tenants pursuant to the terms of their Leases with Subsidiary Guarantors. The Unencumbered Properties are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party, in such amounts, with such deductibles and covering such risks (including risks with respect to environmental claims) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Credit Party or Subsidiary operates.

Unencumbered Properties. Except Schedule 5.19 hereto contains a complete and accurate description of Unencumbered Properties designated by the Borrower to constitute Unencumbered Properties hereunder as set forth of the Closing Date and as supplemented from time to time in Schedule 6.23 connection with the delivery of a Compliance Certificate pursuant to Section 6.01(c) hereof or as set forth in Section 2.19 and upon the written engineer reports provided to Agent on inclusion or before the date hereof, all removal of a Property as an Unencumbered Property for purposes of the financial covenants contained in Section 7.11, including the entity that owns each Unencumbered PropertiesProperty. With respect to each Property identified from time to time as an Unencumbered Property, Borrower hereby represents and all major building systems located thereon, are structurally sound, warrants as follows except to the extent disclosed in good condition writing to the Lenders and working order and free from material defects, subject to ordinary wear and tear, except for such approved by the Required Lenders (which approval shall not be unreasonably withheld): (a) No portion of any improvement on the Unencumbered Property is located in an area identified by the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such Real Estate which area, Borrower or the applicable Subsidiary, to the extent the same is not occupied by any tenant available on commercially reasonable terms, has obtained and which may not be will maintain insurance coverage for flood and other water damage in final working order pending final build-out of such space except where such defects have not had and could not reasonably be expected to have a Material Adverse Effect. Each the amount of the replacement cost of the improvements at the Unencumbered PropertiesProperty. (b) To the Borrower’s knowledge, the Unencumbered Property and the present use and operation thereof, is occupancy thereof are in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders zoning ordinances (without reliance upon adjoining or regulations, including without limitation, laws, regulations and ordinances relating to zoningother properties), building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, land use and Environmental Laws except in cases that would not reasonably cause a Material Adverse Effect(“Applicable Laws”). (c) The Unencumbered Property is served by all utilities required for the current use thereof. All water, sewer, electric, gas, telephone utility service is provided by public utilities and other utilities necessary for the use and operation of the Collateral Unencumbered Property are installed has accepted or is equipped to the property lines of the Collateral Property through dedicated public rights of way or through perpetual private easements accept such utility service. (d) Except with respect to which Assets Under Development, all public roads and streets necessary for service of and access to the Unencumbered Property for the current use thereof have been completed, are serviceable and all-weather and are physically and legally open for use by the public. (e) The Unencumbered Property is served by public water and sewer systems or, if the Unencumbered Property is not serviced by a public water and sewer system, such alternate systems are adequate and meet, in all material respects, all requirements and regulations of, and otherwise complies in all material respects with, all Applicable Laws with respect to such alternate systems. (f) Borrower is not aware of any material latent or patent structural defect in the Unencumbered Property. The Unencumbered Property is free of damage and waste that would materially and adversely affect the value of the Unencumbered Property (other than any casualty loss being handled in accordance with the Loan Documents or condemnation proceedings being handled in accordance with Loan Documents) and is in adequate repair for its intended use. The Unencumbered Property is free from material damage caused by fire or other casualty (other than any casualty loss being handled in accordance with the Loan Documents). There is no pending or, to the actual knowledge of Borrower, threatened condemnation proceedings affecting the Unencumbered Property, or any material part thereof. (g) To Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on the Unencumbered Property are in a condition and repair adequate for its intended use and, to Borrower’s knowledge, in material compliance with all Applicable Laws with respect to such systems. (h) All improvements on the Unencumbered Property lie within the boundaries and building restrictions of the legal description of record of the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property, no such improvements encroach upon easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property and no improvements on adjoining properties encroach upon the Unencumbered Property or easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property. All access routes that materially benefit the Unencumbered Property are available to Borrower or the applicable Mortgage creates Subsidiary of the Borrower, constitute permanent easements that benefit all or part of the Unencumbered Property or are public property, and the Unencumbered Property, by virtue of such easements or otherwise, is contiguous to a valid physically open, dedicated all weather public street, and enforceable first lien subject has any necessary permits for ingress and egress. (i) There are no material delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the Unencumbered Property except to Permitted Liens and, except the extent such items are being contested in good faith and as to which adequate reserves have been provided. (j) Each Unencumbered Property satisfies each of the requirements set forth in the case definition of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law, and except where the failure “Unencumbered Property”. A breach of any of the foregoing could representations and warranties contained in this Section 5.19 with respect to a Property shall disqualify such Property from being an Unencumbered Property for so long as such breach continues (unless otherwise approved by the Required Lenders) but shall not reasonably be expected to have constitute a Material Adverse Effect. There are no material unpaid or outstanding real estate or other taxes or assessments on or against any Default (unless the elimination of such Property as an Unencumbered Property results in a Default under one of the Unencumbered Properties which are payable by Borrower (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by provisions of this Agreement). Except as otherwise disclosed to Agent in writing, there are no pending, or to the knowledge of Borrower or Subsidiary Guarantors threatened or contemplated, eminent domain proceedings against any of the Unencumbered Properties. Except as otherwise disclosed to Agent in writing, none of the Unencumbered Properties is now damaged as a result of any fire, explosion, accident, flood or other casualty. Except as otherwise disclosed to Agent in writing, none of the Borrower or Subsidiary Guarantors have received any outstanding notice from any insurer or its agent requiring performance of any work with respect to any of the Unencumbered Properties or canceling or threatening to cancel any policy of insurance, and each of the Unencumbered Properties complies with the material requirements of all of the Borrower’s and Subsidiary Guarantors’ insurance carriers, except where any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed to Agent, the Borrower and the Subsidiary Guarantors have no Management Agreements for any of the Unencumbered Properties. To the best knowledge of the Borrower and the Subsidiary Guarantors, there are no material claims or any bases for material claims in respect of any Unencumbered Property or its operation by any party to any service agreement or Management Agreement that would have a Material Adverse Effect. No person or entity has any right or option to acquire any Unencumbered Property or any Building thereon or any portion thereof or interest therein, except for certain tenants pursuant to the terms of their Leases with Subsidiary Guarantors. The Unencumbered Properties are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party, in such amounts, with such deductibles and covering such risks (including risks with respect to environmental claims) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Credit Party or Subsidiary operates.

Unencumbered Properties. Except (i) Each Property identified by Borrower as set forth an Unencumbered Property in Schedule 6.23 or as the most-recent Unencumbered Property Report delivered to Administrative Agent hereunder (other than the Initial Unencumbered Properties) satisfies the criteria set forth in the written engineer reports provided definition of Unencumbered Property Pool. (ii) No Exclusion Event has occurred and is continuing with respect to any Property identified by Borrower as an Unencumbered Property in the most-recent Unencumbered Property Report delivered to Administrative Agent hereunder. (iii) The Improvements have not suffered any Casualty or otherwise been damaged (ordinary wear and tear excepted) and not repaired. (iv) No Unencumbered Property is the subject of any pending or, to Borrower or any Subsidiary’s knowledge, threatened Condemnation or adverse zoning proceeding. (v) Neither Borrower, nor any Subsidiary has made any contract or arrangement of any kind (other than a Disposition Agreement) the performance of which by the other party thereto would give rise to Liens (other than Permitted Liens) on or before the date hereof, all of the Unencumbered Properties, and . (vi) The Property Plans for each Unencumbered Property have been approved by all major building systems located thereon, are structurally sound, in good condition and working order and free from material defects, subject applicable Governmental Authorities. (b) To the extent that failure to ordinary wear and tear, except for such portion of such Real Estate which is not occupied by any tenant and which may not be in final working order pending final build-out of such space except where such defects have not had and comply therewith could not reasonably be expected to have cause a Material Adverse Effect. Property Event with respect to such Unencumbered Property: (i) Each of the Unencumbered Property complies with all Laws, including all subdivision and platting requirements, without reliance on any adjoining or neighboring property. (ii) The Improvements comply with all Laws regarding access and facilities for handicapped or disabled persons. (iii) Neither Borrower nor any Subsidiary has directly or indirectly conveyed, assigned, or otherwise disposed of, or transferred (or agreed to do so, except as set forth in any Disposition Agreement) any development rights, air rights, or other similar rights, privileges, or attributes with respect to any Unencumbered Properties, and the including those arising under any zoning or property use and operation thereof, is in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders ordinance or regulations, including without limitation, laws, regulations and ordinances relating to zoning, building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, and Environmental Laws except in cases that would not reasonably cause a Material Adverse Effect. other Law. (iv) All water, sewer, electric, gas, telephone and other utilities utility services necessary for the use and operation of the Collateral Property are installed to the property lines of the Collateral Property through dedicated public rights of way or through perpetual private easements with respect to which the applicable Mortgage creates a valid and enforceable first lien subject to Permitted Liens and, except in the case of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law, and except where the failure of any of the foregoing could not reasonably be expected to have a Material Adverse Effect. There are no material unpaid or outstanding real estate or other taxes or assessments on or against any of the Unencumbered Properties which and the Improvements and the operation thereof for their intended purpose are payable available at the Unencumbered Property. (v) No Unencumbered Property is part of a larger undivided tract of Property owned by Borrower (except only real estate or any Subsidiary or otherwise included under any unity of title or similar covenant with other taxes or assessments, that are Property not yet delinquent or are being protested as permitted owned by this Agreement). Except as otherwise disclosed to Agent in writing, there are no pending, or to the knowledge of Borrower or any Subsidiary Guarantors threatened or contemplated, eminent domain proceedings against any of the Unencumbered Properties. Except as otherwise disclosed to Agent in writing, none of the Unencumbered Properties is now damaged as a result of any fire, explosion, accident, flood or other casualty. Except as otherwise disclosed to Agent in writing, none of the Borrower or Subsidiary Guarantors have received any outstanding notice from any insurer or its agent requiring performance of any work with respect to any of the Unencumbered Properties or canceling or threatening to cancel any policy of insurance, and each Unencumbered Property constitutes a separate tax lot or lots with a separate tax assessment D-2216575_11.doc 44 or assessments for such Unencumbered Property and the Improvements thereon, independent of those for any other Property or improvements. (vi) The current and anticipated use of the Unencumbered Properties complies in all material respects with the material requirements of all of the Borrower’s applicable zoning ordinances, regulations, and Subsidiary Guarantors’ insurance carriers, except where any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed to Agent, the Borrower and the Subsidiary Guarantors have no Management Agreements for any of restrictive covenants affecting the Unencumbered Properties. To Properties without the best knowledge of the Borrower and the Subsidiary Guarantors, there are no material claims or any bases for material claims in respect existence of any Unencumbered Property variance, non-complying use, nonconforming use, or its operation by any party to any service agreement or Management Agreement that would have a Material Adverse Effect. No person or entity has any right or option to acquire any Unencumbered Property or any Building thereon or any portion thereof or interest thereinother special exception, except for certain tenants pursuant to the terms of their Leases with Subsidiary Guarantors. The Unencumbered Properties are insured with financially sound and reputable insurance companies not Affiliates all use restrictions of any Credit PartyGovernmental Authority having jurisdiction have been satisfied, in such amounts, with such deductibles and covering such risks (including risks no violation of any Law or regulation exists with respect to environmental claims) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Credit Party or Subsidiary operatesthereto.

Unencumbered Properties. Except Schedule 3.13 hereto contains a complete and accurate description of Unencumbered Properties designated by the Borrower to constitute Unencumbered Properties hereunder as set forth of the Effective Date and as supplemented from time to time in Schedule 6.23 connection with the delivery of the certificate required under Section 5.01(d) hereof or as set forth in Section 2.23 and upon the written engineer reports provided to Agent on inclusion or before the date hereof, all removal of a Property as an Unencumbered Property for purposes of the Borrowing Base Covenants, including the entity that owns each Unencumbered PropertiesProperty. With respect to each Property identified from time to time as an Unencumbered Property, Borrower hereby represents and all major building systems located thereon, are structurally sound, warrants as follows except to the extent disclosed in good condition writing to the Lenders and working order and free from material defects, subject to ordinary wear and tear, except for such approved by the Required Lenders (which approval shall not be unreasonably withheld): (a) No portion of any improvement on the Unencumbered Property is located in an area identified by the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such Real Estate which area, Borrower or the applicable Subsidiary, to the extent the same is not occupied by any tenant available on commercially reasonable terms, has obtained and which may not be will maintain insurance coverage for flood and other water damage in final working order pending final build-out of such space except where such defects have not had and could not reasonably be expected to have a Material Adverse Effect. Each the amount of the replacement cost of the improvements at the Unencumbered PropertiesProperty. (b) To the Borrower’s knowledge, the Unencumbered Property and the present use and operation thereof, is occupancy thereof are in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders zoning ordinances (without reliance upon adjoining or regulations, including without limitation, laws, regulations and ordinances relating to zoningother properties), building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, land use and Environmental Laws except in cases that would (“Applicable Laws”). (c) Except to the extent not reasonably cause a Material Adverse Effect. All watercompleted on Assets Under Development and Land, sewerthe Unencumbered Property is served by all utilities required for the current use thereof, electricall utility service is provided by public utilities and the Unencumbered Property has accepted or is equipped to accept such utility service. (d) Except to the extent not completed on Assets Under Development and Land, gas, telephone all roads and other utilities streets necessary for the use service of and operation of the Collateral Property are installed access to the property lines of Unencumbered Property for the Collateral current use thereof have been completed, are serviceable and all-weather and are physically and legally open for use by the public. (e) Except to the extent not completed on Assets Under Development and Land, the Unencumbered Property through dedicated is served by public rights of way or through perpetual private easements water and sewer systems or, if the Unencumbered Property is not serviced by a public water and sewer system, such alternate systems are adequate and meet, in all material respects, all requirements and regulations ​ ​ ​ ​ of, and otherwise complies in all material respects with, all Applicable Laws with respect to which such alternate systems. (f) Borrower is not aware of any material latent or patent structural defect in the Unencumbered Property. The Unencumbered Property is free of damage and waste that would materially and adversely affect the value of the Unencumbered Property (other than any casualty loss being handled in accordance with the Loan Documents or condemnation proceedings being handled in accordance with Loan Documents) and is in adequate repair for its intended use. The Unencumbered Property is free from material damage caused by fire or other casualty (other than any casualty loss being handled in accordance with the Loan Documents). There is no pending or, to the actual knowledge of ▇▇▇▇▇▇▇▇, threatened condemnation proceedings affecting the Unencumbered Property, or any material part thereof, in each case that would materially detract from the value of such Unencumbered Property, impair the use or operation thereof, or interfere with the ordinary conduct of business of the Borrower or any Subsidiary. (g) Except to the extent not completed on Assets Under Development and Land, to Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on the Unencumbered Property are in a condition and repair adequate for its intended use and, to Borrower’s knowledge, in material compliance with all Applicable Laws with respect to such systems or with respect to any Unencumbered Property will be upon completion of such Unencumbered Property. (h) All improvements on the Unencumbered Property lie within the boundaries and building restrictions of the legal description of record of the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property, no such improvements encroach upon easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property and no improvements on adjoining properties encroach upon the Unencumbered Property or easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property. All access routes that materially benefit the Unencumbered Property are available to Borrower or the applicable Mortgage creates Subsidiary of the Borrower, constitute permanent easements that benefit all or part of the Unencumbered Property or are public property, and the Unencumbered Property, by virtue of such easements or otherwise, is contiguous to a valid physically open, dedicated all weather public street, and enforceable first lien subject has any necessary permits for ingress and egress. (i) There are no material delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the Unencumbered Property except to Permitted Liens and, except the extent such items are being contested in good faith and as to which adequate reserves have been provided. (j) Each Unencumbered Property satisfies each of the requirements set forth in the case definition of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law, and except where the failure “Unencumbered Property”. A breach of any of the foregoing could representations and warranties contained in this Section 3.13 with respect to a Property shall disqualify such Property from being an Unencumbered Property for so long as such breach continues (unless otherwise approved by the Required Lenders) but shall not reasonably be expected to have constitute a Material Adverse Effect. There are no material unpaid Default or outstanding real estate an Event of Default (unless the elimination of such Property as an Unencumbered Property results in a Default or other taxes or assessments on or against any Event of Default under one of the Unencumbered Properties which are payable by Borrower (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by provisions of this Agreement). Except as otherwise disclosed to Agent in writing, there are no pending, or to the knowledge of Borrower or Subsidiary Guarantors threatened or contemplated, eminent domain proceedings against any of the Unencumbered Properties. Except as otherwise disclosed to Agent in writing, none of the Unencumbered Properties is now damaged as a result of any fire, explosion, accident, flood or other casualty. Except as otherwise disclosed to Agent in writing, none of the Borrower or Subsidiary Guarantors have received any outstanding notice from any insurer or its agent requiring performance of any work with respect to any of the Unencumbered Properties or canceling or threatening to cancel any policy of insurance, and each of the Unencumbered Properties complies with the material requirements of all of the Borrower’s and Subsidiary Guarantors’ insurance carriers, except where any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed to Agent, the Borrower and the Subsidiary Guarantors have no Management Agreements for any of the Unencumbered Properties. To the best knowledge of the Borrower and the Subsidiary Guarantors, there are no material claims or any bases for material claims in respect of any Unencumbered Property or its operation by any party to any service agreement or Management Agreement that would have a Material Adverse Effect. No person or entity has any right or option to acquire any Unencumbered Property or any Building thereon or any portion thereof or interest therein, except for certain tenants pursuant to the terms of their Leases with Subsidiary Guarantors. The Unencumbered Properties are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party, in such amounts, with such deductibles and covering such risks (including risks with respect to environmental claims) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Credit Party or Subsidiary operates.​ ​ ​ ​

Unencumbered Properties. Except as set forth in Schedule 6.23 or as set forth (a) The Eligible Real Estate included in the written engineer reports provided to Agent on or before calculation of the date hereof, Unencumbered Asset Value shall at all times satisfy all of the following conditions: (i) the Eligible Real Estate shall be owned 100% in fee simple, or leased pursuant to a Ground Lease or Lease that as to Borrower or the applicable Unencumbered Property Subsidiary is not in Lease Default, by Borrower or an Unencumbered Property Subsidiary and shall, in each case, be benefitted by easements, rights of way and other similar appurtenances as are required for the operation of such Eligible Real Estate. Borrower or the applicable Unencumbered Property Subsidiary shall own all right, title and interest to the rents, accounts and other revenues from such Eligible Real Estate. Such Eligible Real Estate shall (x) be free and clear of all Liens and Negative Pledges (other than the Liens permitted in §8.2(i)(A) and §8.2(iv)), and (y) such Eligible Real Estate and Borrower and the Unencumbered Property Subsidiary shall not have applicable to it any restriction on the sale, pledge, transfer, mortgage or assignment of such Eligible Real Estate (including any restrictions contained in any applicable organizational documents) other than any restriction on sale, transfer, mortgage or assignment arising (A) from any restrictions in the nature of unencumbered asset financial covenants that are calculated with reference to such Eligible Real Estate, (B) asset sale, assignment and transfer limitations of general applicability under the terms of other Indebtedness that do not apply specifically to such Eligible Real Estate, (C) restrictions under any other tax protection agreement approved in writing by Agent in its discretion, (D) any restrictions arising under any Loan Document, or (E) restrictions in a Ground Lease or Lease contained in such Ground Lease or Lease which is approved by the Majority Lenders in connection with the addition of the applicable Eligible Real Estate as an Unencumbered Property (any restrictions on sale, pledge, transfer, mortgage or assignment described in this clause (y), after taking into account the carve-outs in this clause (y), a “Negative Pledge”); (ii) none of the Eligible Real Estate or any equipment used therein shall have any material structural defects or major architectural deficiencies, title defects, materially adverse environmental conditions or other materially adverse matters in each case except for defects, deficiencies, conditions or other matters individually or collectively which are not materially adverse to the profitable operation of such Eligible Real Estate, and such Real Estate shall be in compliance with the representations in §6.20 and the requirements of §8.6 that are applicable to Unencumbered Properties; (iii) if such Real Estate is owned or leased by an Unencumbered Property Subsidiary, then, without limiting the ability of such Unencumbered Property Subsidiary to guaranty Unsecured Indebtedness otherwise permitted hereunder, such Unencumbered Property Subsidiary shall not be liable with respect to any Secured Recourse Indebtedness or Non-Recourse Indebtedness (provided that such Unencumbered Property Subsidiary may be liable with respect to (w) Capitalized Lease Obligations existing as of the Original Closing Date described on Schedule 7.22, (x) Capitalized Lease Obligations which exist at the time any Person which becomes an Unencumbered Property Subsidiary is acquired by Borrower and which Capitalized Lease Obligations were not entered into in anticipation of such acquisition by Borrower, (y) other Capitalized Lease Obligations not exceeding $10,000,000.00 in the aggregate at any time outstanding and (z) purchase money Indebtedness with respect to equipment used at an Unencumbered Property of up to $10,000,000.00 in the aggregate at any time outstanding); (iv) such Eligible Real Estate is managed by Borrower or another manager approved by Agent, such approval to not be unreasonably withheld; (v) prior to inclusion of Real Estate as an Unencumbered Property included in the calculation of the Unencumbered Asset Value, Borrower shall have delivered to Agent a physical description of the Real Estate and current operating statements, an operating and capital expenditure budget for such Real Estate reasonably satisfactory to the Agent, and such other information as Agent may reasonably require to determine the value attributable to such Real Estate for the purposes of §9.1 and compliance with this §7.22; (vi) if such Unencumbered Property is owned or leased by an Unencumbered Property Subsidiary, unless such Unencumbered Property Subsidiary is a Controlled Joint Venture, Borrower shall directly or indirectly own 100% of all major building systems located thereonequity interests (including all economic, are structurally soundbeneficial and voting interests) in such Unencumbered Property Subsidiary, if such Unencumbered Property Subsidiary is a Controlled Joint Venture, Borrower shall directly or indirectly own such interests and have such rights and control so that such Person qualifies as a Controlled Joint Venture under the definition thereof, any and all intermediate entities shall be Subsidiary Guarantors to the extent required by this Agreement, and no direct or indirect ownership or other interests or rights in good condition and working order and free from material defectsany such Unencumbered Property Subsidiary (except with respect to any interest in a Controlled Joint Venture not required to be owned directly or indirectly by Borrower) or intermediate Subsidiary shall (except with respect to a Controlled Joint Venture, any intermediate entities owned by the Person that owns the interests not required to be owned by Borrower) be subject to ordinary wear any Lien or Negative Pledge other than Liens permitted under §8.2(i)(A); (vii) such Real Estate has been designated as an “Unencumbered Property” on Schedule 1.2 hereto or in a Compliance Certificate delivered in accordance with §7.4(c) or delivered pursuant to this §7.22 and tearthe Eligible Real Estate Qualification Documents have been delivered to Agent, except for and in any event has not been removed as an Unencumbered Property included in the calculation of the Unencumbered Asset Value pursuant to §7.22(b), §7.22(c) or §7.22(d); (viii) all of the representations and warranties in this Agreement with respect to Unencumbered Properties are true and correct in all material respects, and no Default or Event of Default would exist if such Unencumbered Property is included in the calculation of Unencumbered Asset Value; and (ix) the Borrower or Unencumbered Property Subsidiary owning such Real Estate (and any other Subsidiaries of Borrower owning an interest in such Subsidiary) shall be organized under the laws of a State and shall have its principal place of business in a State, consistent with the requirements of §7.2. (b) In the event that all or any material portion of any Eligible Real Estate included in the calculation of the Unencumbered Asset Value shall be materially damaged or taken by condemnation, then Borrower shall promptly notify the Agent thereof and such Real Estate may, at the reasonable determination of Agent, no longer be included in the calculation of the Unencumbered Asset Value unless and until (i) any damage to such Real Estate is repaired or restored, such Real Estate becomes operational (if such Real Estate was a Stabilized Property), and the Agent shall receive evidence satisfactory to the Agent of the value of such Real Estate which is not occupied following such repair or restoration (both at such time and prospectively), or (ii) Agent shall receive evidence reasonably satisfactory to the Agent that the value of such Real Estate, both at such time and prospectively (after giving consideration to such factors as Agent shall reasonably consider, including, limitation, the availability of insurance proceeds or condemnation awards, and the impact of such casualty or condemnation upon continued occupancy by any tenant and which may tenants under their leases) shall not be materially adversely affected (in final working order pending final build-out Agent’s good faith determination) by such damage or condemnation, provided that in the event of a material adverse effect on the value (in Agent’s good faith determination) where some but not all of the leases relating to such Eligible Real Estate may remain in effect after such casualty or condemnation, such Real Estate shall continue to be included in the Unencumbered Asset Value subject to Agent having reasonably approved an adjusted valuation of such space except where Eligible Real Estate following receipt from Borrower of a proposed reduced valuation for such defects have not had Eligible Real Estate (taking into account the reduced leasing of such Eligible Real Estate) together with such other information as Agent may reasonably request in order for Agent to evaluate and could not reasonably approve such proposed valuation for such Eligible Real Estate. (c) Upon any asset ceasing to qualify to be expected to have a Material Adverse Effect. Each included in the calculation of the Unencumbered PropertiesAsset Value, and the use and operation thereof, is in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders or regulations, including without limitation, laws, regulations and ordinances relating to zoning, building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, and Environmental Laws except in cases that would not reasonably cause a Material Adverse Effect. All water, sewer, electric, gas, telephone and other utilities necessary for the use and operation of the Collateral Property are installed to the property lines of the Collateral Property through dedicated public rights of way or through perpetual private easements with respect to which the applicable Mortgage creates a valid and enforceable first lien subject to Permitted Liens and, except such asset shall no longer be included in the case of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law, and except where the failure of any of the foregoing could not reasonably be expected to have a Material Adverse Effect. There are no material unpaid or outstanding real estate or other taxes or assessments on or against any calculation of the Unencumbered Properties which are payable by Asset Value. Within five (5) Business Days after any such disqualification, Borrower (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by this Agreement). Except as otherwise disclosed to Agent in writing, there are no pending, or shall deliver to the knowledge of Borrower or Subsidiary Guarantors threatened or contemplatedAgent a certificate reflecting such disqualification, eminent domain proceedings against any together with the identity of the Unencumbered Properties. Except disqualified asset, a statement as otherwise disclosed to Agent in writing, none whether any Default or Event of the Unencumbered Properties is now damaged Default arises as a result of any firesuch disqualification, explosion, accident, flood or other casualty. Except as otherwise disclosed to Agent in writing, none of the Borrower or Subsidiary Guarantors have received any outstanding notice from any insurer or its agent requiring performance of any work with respect to any and a calculation of the Unencumbered Asset Value attributable to such asset. Simultaneously with the delivery of the items required pursuant to this clause (c), Borrower shall deliver to the Agent a pro forma Compliance Certificate demonstrating, after giving effect to such removal or disqualification, compliance with the covenants contained in §9.1. (d) In addition, Borrower may voluntarily remove any Unencumbered Properties from the calculation of Unencumbered Asset Value by delivering to the Agent, no later than five (5) Business Days prior to date on which such removal is to be effected, notice of such removal, together with a statement that no Default or canceling Event of Default then exists or threatening to cancel any policy would, upon the occurrence of insurancesuch event or with passage of time, result from such removal, and the identity of the Unencumbered Property being removed, and a calculation of the value attributable to such Unencumbered Property. Simultaneously with the delivery of the items required pursuant above, Borrower shall deliver to the Agent a pro forma Compliance Certificate demonstrating, after giving effect to such removal or disqualification, compliance with the covenants contained in §7.22 and §9.1. (e) Notwithstanding the foregoing, in the event any Real Estate does not qualify as Eligible Real Estate or satisfy the requirements of §7.22(a), such Real Estate shall be included in the calculation of the Unencumbered Asset Value so long as (x) the Agent shall have received the prior written consent of each of the Unencumbered Properties complies with Majority Lenders to the material requirements inclusion of all of such Real Estate in the Borrower’s and Subsidiary Guarantors’ insurance carriers, except where any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed to Agent, the Borrower and the Subsidiary Guarantors have no Management Agreements for any calculation of the Unencumbered Properties. To the best knowledge Asset Value and (y) at no time after it is included does such Real Estate fail to satisfy any requirements of the Borrower Majority Lenders imposed as a condition to such approval, and any requirements of the Subsidiary Guarantors, there are no material claims definition of Eligible Real Estate or any bases of §7.22(a) in addition to those it failed to satisfy at the time such consent of the Majority Lenders was provided for material claims in respect of any Unencumbered Property or its operation by any party to any service agreement or Management Agreement that would have a Material Adverse Effect. No person or entity has any right or option to acquire any Unencumbered Property or any Building thereon or any portion thereof or interest therein, except for certain tenants pursuant to the terms of their Leases with Subsidiary Guarantors. The Unencumbered Properties are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party, in such amounts, with such deductibles and covering such risks (including risks with respect to environmental claims) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Credit Party or Subsidiary operatesinclusion.

Unencumbered Properties. Except Schedule 5.19 hereto contains a complete and accurate description of Unencumbered Properties designated by the Borrower to constitute Unencumbered Properties hereunder as set forth of the Closing Date and as supplemented from time to time in Schedule 6.23 connection with the delivery of a Compliance Certificate pursuant to Section 6.01(c) hereof or as set forth in Section 2.18 and upon the written engineer reports provided inclusion or removal of a Property as an Unencumbered Property for purposes of the financial covenants contained in Section 7.09, including the entity that owns each Unencumbered Property. With respect to Agent each Property identified from time to time as an Unencumbered Property, Borrower hereby represents and warrants as follows except to the extent the failure to comply with any of the following would not have a material adverse effect on or before the date hereof, all value of the Unencumbered Properties, Property or to the extent disclosed in writing to the Lenders and all major building systems located thereon, are structurally sound, in good condition and working order and free from material defects, subject to ordinary wear and tear, except for such approved by the Required Lenders (which approval shall not be unreasonably withheld): (a) No portion of any improvement on the Unencumbered Property is located in an area identified by the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such Real Estate which area, Borrower or the applicable Subsidiary, to the extent the same is not occupied by any tenant available on commercially reasonable terms, has obtained and which may not be will maintain insurance coverage for flood and other water damage in final working order pending final build-out of such space except where such defects have not had and could not reasonably be expected to have a Material Adverse Effect. Each the amount of the replacement cost of the improvements at the Unencumbered PropertiesProperty. (b) To the Borrower’s knowledge, the Unencumbered Property and the present use and operation thereof, is occupancy thereof are in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders zoning ordinances (without reliance upon adjoining or regulations, including without limitation, laws, regulations and ordinances relating to zoningother properties), building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, land use and Environmental Laws except in cases that would not reasonably cause a Material Adverse Effect(“Applicable Laws”). (c) The Unencumbered Property is served by all utilities required for the current use thereof. All water, sewer, electric, gas, telephone utility service is provided by public utilities and other utilities necessary for the use and operation of the Collateral Unencumbered Property are installed has accepted or is equipped to the property lines of the Collateral Property through dedicated public rights of way or through perpetual private easements accept such utility service. (d) Except with respect to which Assets Under Development, all public roads and streets necessary for service of and access to the Unencumbered Property for the current use thereof have been completed, are serviceable and all-weather and are physically and legally open for use by the public. (e) The Unencumbered Property is served by public water and sewer systems or, if the Unencumbered Property is not serviced by a public water and sewer system, such alternate systems are adequate and meet, in all material respects, all requirements and regulations of, and otherwise complies in all material respects with, all Applicable Laws with respect to such alternate systems. (f) Borrower is not aware of any material latent or patent structural defect in the Unencumbered Property. The Unencumbered Property is free of damage and waste that would materially and adversely affect the value of the Unencumbered Property (other than any casualty loss being handled in accordance with the Loan Documents or condemnation proceedings being handled in accordance with Loan Documents) and is in adequate repair for its intended use. The Unencumbered Property is free from material damage caused by fire or other casualty (other than any casualty loss being handled in accordance with the Loan Documents). There is no pending or, to the actual knowledge of Borrower, threatened condemnation proceedings affecting the Unencumbered Property, or any material part thereof. (g) To Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on the Unencumbered Property are in a condition and repair adequate for its intended use and, to Borrower’s knowledge, in material compliance with all Applicable Laws with respect to such systems. (h) All improvements on the Unencumbered Property lie within the boundaries and building restrictions of the legal description of record of the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property, no such improvements encroach upon easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property and no improvements on adjoining properties encroach upon the Unencumbered Property or easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property. All access routes that materially benefit the Unencumbered Property are available to Borrower or the applicable Mortgage creates Subsidiary of the Borrower, constitute permanent easements that benefit all or part of the Unencumbered Property or are public property, and the Unencumbered Property, by virtue of such easements or otherwise, is contiguous to a valid physically open, dedicated all weather public street, and enforceable first lien subject has any necessary permits for ingress and egress. (i) There are no material delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the Unencumbered Property except to Permitted Liens and, except the extent such items are being contested in good faith and as to which adequate reserves have been provided. (j) Each Unencumbered Property satisfies each of the requirements set forth in the case definition of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law, and except where the failure “Unencumbered Property”. A breach of any of the foregoing could representations and warranties contained in this Section 5.19 with respect to a Property shall disqualify such Property from being an Unencumbered Property for so long as such breach continues (unless otherwise approved by the Required Lenders) but shall not reasonably be expected to have constitute a Material Adverse Effect. There are no material unpaid or outstanding real estate or other taxes or assessments on or against any Default (unless the elimination of such Property as an Unencumbered Property results in a Default under one of the Unencumbered Properties which are payable by Borrower (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by provisions of this Agreement). Except as otherwise disclosed to Agent in writing, there are no pending, or to the knowledge of Borrower or Subsidiary Guarantors threatened or contemplated, eminent domain proceedings against any of the Unencumbered Properties. Except as otherwise disclosed to Agent in writing, none of the Unencumbered Properties is now damaged as a result of any fire, explosion, accident, flood or other casualty. Except as otherwise disclosed to Agent in writing, none of the Borrower or Subsidiary Guarantors have received any outstanding notice from any insurer or its agent requiring performance of any work with respect to any of the Unencumbered Properties or canceling or threatening to cancel any policy of insurance, and each of the Unencumbered Properties complies with the material requirements of all of the Borrower’s and Subsidiary Guarantors’ insurance carriers, except where any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed to Agent, the Borrower and the Subsidiary Guarantors have no Management Agreements for any of the Unencumbered Properties. To the best knowledge of the Borrower and the Subsidiary Guarantors, there are no material claims or any bases for material claims in respect of any Unencumbered Property or its operation by any party to any service agreement or Management Agreement that would have a Material Adverse Effect. No person or entity has any right or option to acquire any Unencumbered Property or any Building thereon or any portion thereof or interest therein, except for certain tenants pursuant to the terms of their Leases with Subsidiary Guarantors. The Unencumbered Properties are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party, in such amounts, with such deductibles and covering such risks (including risks with respect to environmental claims) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Credit Party or Subsidiary operates.

Unencumbered Properties. Except as set forth in Schedule 6.23 or as set forth in the written engineer reports provided to Agent on or before the date hereof, all of the Unencumbered Properties, and all major building systems located thereon, are structurally sound, in good condition and working order and free from material defects, subject to ordinary wear and tear, except for such portion of such Real Estate which is not occupied by any tenant and which may not be in final working order pending final build-out of such space except where such defects have not had and could not reasonably be expected to have a Material Adverse Effect. Each of the Unencumbered Properties, and the use and operation thereof, is in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders or regulations, including without limitation, laws, regulations and ordinances relating to zoning, building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, and Environmental Laws except in cases that would not reasonably cause a Material Adverse Effect. All water, sewer, electric, gas, telephone and other utilities necessary for the use and operation of the Collateral Property Unencumbered Properties are installed to the property lines of the Collateral Property Unencumbered Properties through dedicated public rights of way or through perpetual private easements with respect to which the applicable Mortgage creates a valid and enforceable first lien subject to Permitted Liens and, except in the case of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law, and except where the failure of any of the foregoing could not reasonably be expected to have a Material Adverse Effect. There are no material unpaid or outstanding real estate or other taxes or assessments on or against any of the Unencumbered Properties which are payable by Borrower (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by this Agreement). Except as otherwise disclosed to Agent in writing, there are no pending, or to the knowledge of Borrower or Subsidiary Guarantors threatened or contemplated, eminent domain proceedings against any of the Unencumbered Properties. Except as otherwise disclosed to Agent in writing, none of the Unencumbered Properties is now damaged as a result of any fire, explosion, accident, flood or other casualty. Except as otherwise disclosed to Agent in writing, none of the Borrower or Subsidiary Guarantors have received any outstanding notice from any insurer or its agent requiring performance of any work with respect to any of the Unencumbered Properties or canceling or threatening to cancel any policy of insurance, and each of the Unencumbered Properties complies with the material requirements of all of the Borrower’s and Subsidiary Guarantors’ insurance carriers, except where any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed to Agent, the Borrower and the Subsidiary Guarantors have no Management Agreements for any of the Unencumbered Properties. To the best knowledge of the Borrower and the Subsidiary Guarantors, there are no material claims or any bases for material claims in respect of any Unencumbered Property or its operation by any party to any service agreement or Management Agreement that would have a Material Adverse Effect. No person or entity has any right or option to acquire any Unencumbered Property or any Building thereon or any portion thereof or interest therein, except for certain tenants pursuant to the terms of their Leases with Subsidiary Guarantors. The Unencumbered Properties are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party, in such amounts, with such deductibles and covering such risks (including risks with respect to environmental claims) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Credit Party or Subsidiary operates.

Unencumbered Properties. Except Schedule 3.13 hereto contains a complete and accurate list of Unencumbered Properties designated by the Borrower to constitute Unencumbered Properties hereunder as set forth of the Effective Date and as supplemented from time to time in Schedule 6.23 connection with the delivery of a Borrowing Base Certificate or as set forth in Sections 2.23 and 9.22 and upon the written engineer reports provided to Agent on inclusion or before removal of a Property as an Unencumbered Property, including the date hereof, all name of the entity that owns each Unencumbered PropertiesProperty. With respect to each Property identified from time to time as an Unencumbered Property, Borrower hereby represents and warrants in all major material respects as follows except to the extent disclosed in writing to the Lenders and approved by the Required Lenders (which approval shall not be unreasonably withheld conditioned or delayed): (a) To the Borrower’s knowledge, no portion of any improvement on the Unencumbered Property is located in an area identified by the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such area, Borrower or the applicable Subsidiary, to the extent the same is available on commercially reasonable terms, has obtained and will maintain insurance coverage for flood and other water damage in the amount of the replacement cost of the improvements at the Unencumbered Property. (b) To the Borrower’s knowledge, the Unencumbered Property and the present use and occupancy thereof are in compliance with all applicable zoning ordinances (without reliance upon adjoining or other properties), building systems located thereoncodes, are structurally sound, in good condition land use and working order and free from material defectsEnvironmental Laws (“Applicable Laws”), subject to ordinary wear and tearsuch exceptions which are not likely to have, except for such portion of such Real Estate which is not occupied by any tenant and which may not be in final working order pending final build-out of such space except where such defects have not had and could not reasonably be expected to have the aggregate, a Material Adverse Effect. (c) Except to the extent not completed on Assets Under Development and Land, the Unencumbered Property is served by all utilities required for the current use thereof, all utility service is provided by public utilities and the Unencumbered Property has accepted or is equipped to accept such utility service, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (d) Except to the extent not completed on Assets Under Development and Land, all roads and streets necessary for service of and access to the Unencumbered Property for the current use thereof have been completed, are serviceable and all-weather and are physically and legally open for use by the public, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (e) Except to the extent not completed on Assets Under Development and Land, the Unencumbered Property is served by public water and sewer systems or, if the Unencumbered Property is not serviced by a public water and sewer system, such alternate systems are adequate and meet, in all material respects, all requirements and regulations of, and otherwise complies in all material respects with, all Applicable Laws with respect to such alternate systems, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (f) Borrower is not aware of any material latent or patent structural defect in the Unencumbered Property. Each The Unencumbered Property is free of damage and waste that would materially and adversely affect the value of the Unencumbered PropertiesProperty (other than any casualty loss being handled in accordance with the Loan Documents or condemnation proceedings being handled in accordance with Loan Documents) and is in adequate repair for its intended use. The Unencumbered Property is free from material damage caused by fire or other casualty (other than any casualty loss being handled in accordance with the Loan Documents). There is no pending or, and to the actual knowledge of Borrower, threatened condemnation proceedings affecting the Unencumbered Property, or any material part thereof, in each case that would materially detract from the value of such Unencumbered Property, materially impair the use and or operation thereof, is or materially interfere with the ordinary conduct of business of the Borrower or any Subsidiary. (g) Except to the extent not completed on Assets Under Development and Land, to Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on the Unencumbered Property are in a condition and repair adequate for its intended use and, to Borrower’s knowledge, in material compliance with all applicable federal and state law and governmental regulations and Applicable Laws with respect to such systems or with respect to any local ordinancesUnencumbered Property will be upon completion of such Unencumbered Property, orders or regulationssubject, including without limitationin each case, lawsto such exceptions which are not likely to have, regulations and ordinances relating to zoningin the aggregate, building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, and Environmental Laws except in cases that would not reasonably cause a Material Adverse Effect. . (h) All water, sewer, electric, gas, telephone improvements on the Unencumbered Property lie within the boundaries and building restrictions of the legal description of record of the Unencumbered Property other utilities necessary for than encroachments that do not materially adversely affect the use and operation or occupancy of the Collateral Unencumbered Property, no such improvements encroach upon easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property and no improvements on adjoining properties encroach upon the Unencumbered Property or easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property. (i) There are installed no material delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the Unencumbered Property except to the property lines extent such items are being contested in good faith and as to which adequate reserves have been provided. (j) Each Unencumbered Property satisfies in all material respects each of the Collateral Property through dedicated public rights of way or through perpetual private easements with respect to which the applicable Mortgage creates a valid and enforceable first lien subject to Permitted Liens and, except requirements set forth in the case definition of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law, and except where the failure “Unencumbered Property”. A breach of any of the foregoing could representations and warranties contained in this Section 3.13 with respect to a Property shall disqualify such Property from being an Unencumbered Property for so long as such breach continues (unless otherwise approved by the Required Lenders) but shall not reasonably be expected to have constitute a Material Adverse Effect. There are no material unpaid Default or outstanding real estate an Event of Default (unless the elimination of such Property as an Unencumbered Property results in a Default or other taxes or assessments on or against any Event of Default under one of the Unencumbered Properties which are payable by Borrower (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by provisions of this Agreement). Except as otherwise disclosed to Agent in writing, there are no pending, or to the knowledge of Borrower or Subsidiary Guarantors threatened or contemplated, eminent domain proceedings against any of the Unencumbered Properties. Except as otherwise disclosed to Agent in writing, none of the Unencumbered Properties is now damaged as a result of any fire, explosion, accident, flood or other casualty. Except as otherwise disclosed to Agent in writing, none of the Borrower or Subsidiary Guarantors have received any outstanding notice from any insurer or its agent requiring performance of any work with respect to any of the Unencumbered Properties or canceling or threatening to cancel any policy of insurance, and each of the Unencumbered Properties complies with the material requirements of all of the Borrower’s and Subsidiary Guarantors’ insurance carriers, except where any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed to Agent, the Borrower and the Subsidiary Guarantors have no Management Agreements for any of the Unencumbered Properties. To the best knowledge of the Borrower and the Subsidiary Guarantors, there are no material claims or any bases for material claims in respect of any Unencumbered Property or its operation by any party to any service agreement or Management Agreement that would have a Material Adverse Effect. No person or entity has any right or option to acquire any Unencumbered Property or any Building thereon or any portion thereof or interest therein, except for certain tenants pursuant to the terms of their Leases with Subsidiary Guarantors. The Unencumbered Properties are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party, in such amounts, with such deductibles and covering such risks (including risks with respect to environmental claims) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Credit Party or Subsidiary operates.

Unencumbered Properties. Except as set forth in As of the Agreement Execution Date, Schedule 6.23 or as set forth in the written engineer reports provided to Agent on or before the date hereof, all 7 is a correct and complete list of the Unencumbered Properties, including all applicable ownership information and: (a) Each of the Unencumbered Properties is not located in an area that has been identified by the Secretary of Housing and all major building systems located thereonUrban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, are structurally soundas amended, in good condition and working order and free from material defectsor any successor law or, subject to ordinary wear and tear, except for such if any portion of the industrial buildings on such Real Estate which Properties are located within any such area, the applicable Subsidiary Guarantor has obtained and will maintain through the Term B Facility Termination Date the insurance prescribed in Section 5.17 hereof. (b) To Borrower’s knowledge, each of the Unencumbered Properties and the present use and occupancy thereof are in material compliance with all material zoning ordinances (without reliance upon adjoining or other properties), health, fire and building codes, land use laws (including those regulating parking) and Environmental Laws (except as disclosed on the environmental assessments delivered to the Administrative Agent pursuant to this Agreement) and other similar laws (“Applicable Laws”). (c) Each of the Unencumbered Properties is served by all utilities required for the current or contemplated use thereof. (d) To Borrower’s knowledge, all public roads and streets necessary for service of and access to each of the Unencumbered Properties for the current or contemplated use thereof have been completed, and are open for use by the public, or appropriate insured private easements are in place. (e) Except as disclosed in any property condition reports delivered by the Administrative Agent, Borrower is not occupied by aware of any tenant and which may not be in final working order pending final build-out material latent or patent structural or other significant deficiency of such space except where such defects have not had and could not reasonably be expected to have a Material Adverse Effectthe Unencumbered Properties. Each of the Unencumbered Properties, Properties is free of damage and waste that would materially and adversely affect the use and operation thereofvalue of such Unencumbered Property, is in good condition and repair and to Borrower’s knowledge there is no deferred maintenance other than ordinary wear and tear. Each of the Unencumbered Properties is free from damage caused by fire or other casualty. (f) To Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on the Unencumbered Properties are in a good and safe condition and repair and to Borrower’s knowledge, in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders or regulations, including without limitation, laws, regulations and ordinances relating to zoning, building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, and Environmental Applicable Laws except in cases that would not reasonably cause a Material Adverse Effect. All water, sewer, electric, gas, telephone and other utilities necessary for the use and operation of the Collateral Property are installed to the property lines of the Collateral Property through dedicated public rights of way or through perpetual private easements with respect to which such systems. (g) To Borrower’s knowledge, all improvements on each Unencumbered Property lie within the applicable Mortgage creates a valid boundaries and enforceable first lien subject to Permitted Liens and, except in the case of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law, and except where the failure of any building restrictions of the foregoing could legal description of record of such Unencumbered Property, no improvements encroach upon easements benefiting the Unencumbered Properties other than encroachments that do not reasonably be expected materially adversely affect the use or occupancy of the Unencumbered Properties and no improvements on adjoining properties encroach upon the Unencumbered Properties or upon easements benefiting the Unencumbered Properties other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Properties. (h) To Borrower’s knowledge, all Leases are in full force and effect. Borrower is not in default under any Lease and Borrower has disclosed to have a Material Adverse Effect. Lenders in writing any material default, of which Borrower has knowledge, under any Lease which demises any material portion of the related Unencumbered Property. (i) There are no material unpaid or outstanding real estate delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other taxes outstanding charges affecting the Unencumbered Properties except to the extent such items are being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided and there is no risk of loss, forfeiture, or assessments on sale of any interest in the Unencumbered Properties during such proceedings. Each of the Unencumbered Properties is taxed separately without regard to any other property not included in the Unencumbered Properties. (j) No condemnation proceeding or eminent domain action is pending or threatened against any of the Unencumbered Properties which are payable by Borrower would impair the use, value, sale or occupancy of such Unencumbered Property (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by this Agreement). Except as otherwise disclosed to Agent any portion thereof) in writing, there are no pending, or to the knowledge of Borrower or Subsidiary Guarantors threatened or contemplated, eminent domain proceedings against any of the Unencumbered Properties. Except as otherwise disclosed to Agent in writing, none material manner. (k) Each of the Unencumbered Properties is now damaged as a result not, nor is any direct or indirect interest of any fire, explosion, accident, flood or other casualty. Except as otherwise disclosed to Agent in writing, none of the Borrower or any Subsidiary Guarantors have received Guarantor in any outstanding notice from any insurer Unencumbered Property or its agent requiring performance of any work in the ownership interest with respect to any owner of an Unencumbered Property, subject to any Lien other than Permitted Liens set forth in clauses (i) through (iv) of Section 6.14 or to any Negative Pledge (other than the Unencumbered Properties or canceling or threatening Liens and Negative Pledges created pursuant to cancel any policy this Agreement to secure the obligations of insurance, and each of the Unencumbered Properties complies with the material requirements of all of the Borrower’s and Subsidiary Guarantors’ insurance carriers, except where any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed to Agent, the Borrower and the Subsidiary Guarantors have no Management Agreements for any of the Unencumbered Properties. To the best knowledge of the Borrower and the Subsidiary Guarantors, there are no material claims or any bases for material claims in respect of any Unencumbered Property or its operation by any party to any service agreement or Management Agreement that would have a Material Adverse Effect. No person or entity has any right or option to acquire any Unencumbered Property or any Building thereon or any portion thereof or interest therein, except for certain tenants pursuant to the terms of their Leases with Subsidiary Guarantors. The Unencumbered Properties are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party, in such amounts, with such deductibles and covering such risks (including risks with respect to environmental claims) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Credit Party or Subsidiary operates).

Unencumbered Properties. Except as set forth in As of the Agreement Execution Date, Schedule 6.23 or as set forth in the written engineer reports provided to Agent on or before the date hereof, all 7 is a correct and complete list of the Unencumbered Properties, including all applicable ownership information and: (a) Each of the Unencumbered Properties is not located in an area that has been identified by the Secretary of Housing and all major building systems located thereonUrban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, are structurally soundas amended, in good condition and working order and free from material defectsor any successor law or, subject to ordinary wear and tear, except for such if any portion of the industrial buildings on such Real Estate which Properties are located within any such area, the applicable Subsidiary Guarantor has obtained and will maintain through the Term BC Loan Facility Termination Date the insurance prescribed in Section 5.17 hereof. (b) To Borrower’s knowledge, each of the Unencumbered Properties and the present use and occupancy thereof are in material compliance with all material zoning ordinances (without reliance upon adjoining or other properties), health, fire and building codes, land use laws (including those regulating parking) and Environmental Laws (except as disclosed on the environmental assessments delivered to the Administrative Agent pursuant to this Agreement) and other similar laws (“Applicable Laws”). (c) Each of the Unencumbered Properties is served by all utilities required for the current or contemplated use thereof. (d) To Borrower’s knowledge, all public roads and streets necessary for service of and access to each of the Unencumbered Properties for the current or contemplated use thereof have been completed, and are open for use by the public, or appropriate insured private easements are in place. (e) Except as disclosed in any property condition reports delivered by the Administrative Agent, ▇▇▇▇▇▇▇▇ is not occupied by aware of any tenant and which may not be in final working order pending final build-out material latent or patent structural or other significant deficiency of such space except where such defects have not had and could not reasonably be expected to have a Material Adverse Effectthe Unencumbered Properties. Each of the Unencumbered Properties, Properties is free of damage and waste that would materially and adversely affect the use and operation thereofvalue of such Unencumbered Property, is in good condition and repair and to Borrower’s knowledge there is no deferred maintenance other than ordinary wear and tear. Each of the Unencumbered Properties is free from damage caused by fire or other casualty. (f) To Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on the Unencumbered Properties are in a good and safe condition and repair and to Borrower’s knowledge, in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders or regulations, including without limitation, laws, regulations and ordinances relating to zoning, building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, and Environmental Applicable Laws except in cases that would not reasonably cause a Material Adverse Effect. All water, sewer, electric, gas, telephone and other utilities necessary for the use and operation of the Collateral Property are installed to the property lines of the Collateral Property through dedicated public rights of way or through perpetual private easements with respect to which such systems. (g) To Borrower’s knowledge, all improvements on each Unencumbered Property lie within the applicable Mortgage creates a valid boundaries and enforceable first lien subject to Permitted Liens and, except in the case of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law, and except where the failure of any building restrictions of the foregoing could legal description of record of such Unencumbered Property, no improvements encroach upon easements benefiting the Unencumbered Properties other than encroachments that do not reasonably be expected materially adversely affect the use or occupancy of the Unencumbered Properties and no improvements on adjoining properties encroach upon the Unencumbered Properties or upon easements benefiting the Unencumbered Properties other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Properties. (h) To Borrower’s knowledge, all Leases are in full force and effect. Borrower is not in default under any Lease and Borrower has disclosed to have a Material Adverse Effect. Lenders in writing any material default, of which Borrower has knowledge, under any Lease which demises any material portion of the related Unencumbered Property. (i) There are no material unpaid or outstanding real estate delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other taxes outstanding charges affecting the Unencumbered Properties except to the extent such items are being contested in good faith by appropriate proceedings and as to which adequate reserves have been provided and there is no risk of loss, forfeiture, or assessments on sale of any interest in the Unencumbered Properties during such proceedings. Each of the Unencumbered Properties is taxed separately without regard to any other property not included in the Unencumbered Properties. (j) No condemnation proceeding or eminent domain action is pending or threatened against any of the Unencumbered Properties which are payable by Borrower would impair the use, value, sale or occupancy of such Unencumbered Property (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by this Agreement). Except as otherwise disclosed to Agent any portion thereof) in writing, there are no pending, or to the knowledge of Borrower or Subsidiary Guarantors threatened or contemplated, eminent domain proceedings against any of the Unencumbered Properties. Except as otherwise disclosed to Agent in writing, none material manner. (k) Each of the Unencumbered Properties is now damaged as a result not, nor is any direct or indirect interest of any fire, explosion, accident, flood or other casualty. Except as otherwise disclosed to Agent in writing, none of the Borrower or any Subsidiary Guarantors have received Guarantor in any outstanding notice from any insurer Unencumbered Property or its agent requiring performance of any work in the ownership interest with respect to any owner of an Unencumbered Property, subject to any Lien other than Permitted Liens set forth in clauses (i) through (iv) of Section 6.14 or to any Negative Pledge (other than the Unencumbered Properties or canceling or threatening Liens and Negative Pledges created pursuant to cancel any policy this Agreement to secure the obligations of insurance, and each of the Unencumbered Properties complies with the material requirements of all of the Borrower’s and Subsidiary Guarantors’ insurance carriers, except where any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed to Agent, the Borrower and the Subsidiary Guarantors have no Management Agreements for any of the Unencumbered Properties. To the best knowledge of the Borrower and the Subsidiary Guarantors, there are no material claims or any bases for material claims in respect of any Unencumbered Property or its operation by any party to any service agreement or Management Agreement that would have a Material Adverse Effect. No person or entity has any right or option to acquire any Unencumbered Property or any Building thereon or any portion thereof or interest therein, except for certain tenants pursuant to the terms of their Leases with Subsidiary Guarantors. The Unencumbered Properties are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party, in such amounts, with such deductibles and covering such risks (including risks with respect to environmental claims) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Credit Party or Subsidiary operates).

Unencumbered Properties. Except Schedule 3.13 hereto contains a complete and accurate list of Unencumbered Properties designated by the Borrower to constitute Unencumbered Properties hereunder as set forth of the Effective Date and as supplemented from time to time in Schedule 6.23 connection with the delivery of a Borrowing Base Certificate or as set forth in Sections 2.23 and 9.21 and upon the written engineer reports provided to Agent on inclusion or before removal of a Property as an Unencumbered Property, including the date hereof, all name of the entity that owns each Unencumbered PropertiesProperty. With respect to each Property identified from time to time as an Unencumbered Property, Borrower hereby represents and warrants in all major material respects as follows except to the extent disclosed in writing to the Lenders and approved by the Required Lenders (which approval shall not be unreasonably withheld conditioned or delayed): (a) To the Borrower’s knowledge, no portion of any improvement on the Unencumbered Property is located in an area identified by the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such area, Borrower or the applicable Subsidiary, to the extent the same is available on commercially reasonable terms, has obtained and will maintain insurance coverage for flood and other water damage in the amount of the replacement cost of the improvements at the Unencumbered Property. ​ (b) To the Borrower’s knowledge, the Unencumbered Property and the present use and occupancy thereof are in compliance with all applicable zoning ordinances (without reliance upon adjoining or other properties), building systems located thereoncodes, are structurally sound, in good condition land use and working order and free from material defectsEnvironmental Laws (“Applicable Laws”), subject to ordinary wear and tearsuch exceptions which are not likely to have, except for such portion of such Real Estate which is not occupied by any tenant and which may not be in final working order pending final build-out of such space except where such defects have not had and could not reasonably be expected to have the aggregate, a Material Adverse Effect. (c) Except to the extent not completed on Assets Under Development and Land, the Unencumbered Property is served by all utilities required for the current use thereof, all utility service is provided by public utilities and the Unencumbered Property has accepted or is equipped to accept such utility service, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (d) Except to the extent not completed on Assets Under Development and Land, all roads and streets necessary for service of and access to the Unencumbered Property for the current use thereof have been completed, are serviceable and all-weather and are physically and legally open for use by the public, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (e) Except to the extent not completed on Assets Under Development and Land, the Unencumbered Property is served by public water and sewer systems or, if the Unencumbered Property is not serviced by a public water and sewer system, such alternate systems are adequate and meet, in all material respects, all requirements and regulations of, and otherwise complies in all material respects with, all Applicable Laws with respect to such alternate systems, subject to such exceptions which are not likely to have, in the aggregate, a Material Adverse Effect. (f) Borrower is not aware of any material latent or patent structural defect in the Unencumbered Property. Each The Unencumbered Property is free of damage and waste that would materially and adversely affect the value of the Unencumbered PropertiesProperty (other than any casualty loss being handled in accordance with the Loan Documents or condemnation proceedings being handled in accordance with Loan Documents) and is in adequate repair for its intended use. The Unencumbered Property is free from material damage caused by fire or other casualty (other than any casualty loss being handled in accordance with the Loan Documents). There is no pending or, and to the actual knowledge of Borrower, threatened condemnation proceedings affecting the Unencumbered Property, or any material part thereof, in each case that would materially detract from the value of such Unencumbered Property, materially impair the use and or operation thereof, is or materially interfere with the ordinary conduct of business of the Borrower or any Subsidiary. (g) Except to the extent not completed on Assets Under Development and Land, to Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on the Unencumbered Property are in a condition and repair adequate for its intended use and, to Borrower’s knowledge, in material compliance with all applicable federal and state law and governmental regulations and Applicable Laws with respect to such systems or with respect to any local ordinancesUnencumbered Property will be upon completion of such Unencumbered Property, orders or regulationssubject, including without limitationin each case, lawsto such exceptions which are not likely to have, regulations and ordinances relating to zoningin the aggregate, building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, and Environmental Laws except in cases that would not reasonably cause a Material Adverse Effect. . (h) All water, sewer, electric, gas, telephone improvements on the Unencumbered Property lie within the boundaries and building restrictions of the legal description of record of the Unencumbered Property other utilities necessary for than encroachments that do not materially adversely affect the use and operation or occupancy of the Collateral Unencumbered Property, no such improvements encroach upon easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use ​ or occupancy of the Unencumbered Property and no improvements on adjoining properties encroach upon the Unencumbered Property or easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property. (i) There are installed no material delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the Unencumbered Property except to the property lines extent such items are being contested in good faith and as to which adequate reserves have been provided. (j) Each Unencumbered Property satisfies in all material respects each of the Collateral Property through dedicated public rights of way or through perpetual private easements with respect to which the applicable Mortgage creates a valid and enforceable first lien subject to Permitted Liens and, except requirements set forth in the case definition of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law, and except where the failure “Unencumbered Property”. A breach of any of the foregoing could representations and warranties contained in this Section 3.13 with respect to a Property shall disqualify such Property from being an Unencumbered Property for so long as such breach continues (unless otherwise approved by the Required Lenders) but shall not reasonably be expected to have constitute a Material Adverse Effect. There are no material unpaid Default or outstanding real estate an Event of Default (unless the elimination of such Property as an Unencumbered Property results in a Default or other taxes or assessments on or against any Event of Default under one of the Unencumbered Properties which are payable by Borrower (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by provisions of this Agreement). Except as otherwise disclosed to Agent in writing, there are no pending, or to the knowledge of Borrower or Subsidiary Guarantors threatened or contemplated, eminent domain proceedings against any of the Unencumbered Properties. Except as otherwise disclosed to Agent in writing, none of the Unencumbered Properties is now damaged as a result of any fire, explosion, accident, flood or other casualty. Except as otherwise disclosed to Agent in writing, none of the Borrower or Subsidiary Guarantors have received any outstanding notice from any insurer or its agent requiring performance of any work with respect to any of the Unencumbered Properties or canceling or threatening to cancel any policy of insurance, and each of the Unencumbered Properties complies with the material requirements of all of the Borrower’s and Subsidiary Guarantors’ insurance carriers, except where any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed to Agent, the Borrower and the Subsidiary Guarantors have no Management Agreements for any of the Unencumbered Properties. To the best knowledge of the Borrower and the Subsidiary Guarantors, there are no material claims or any bases for material claims in respect of any Unencumbered Property or its operation by any party to any service agreement or Management Agreement that would have a Material Adverse Effect. No person or entity has any right or option to acquire any Unencumbered Property or any Building thereon or any portion thereof or interest therein, except for certain tenants pursuant to the terms of their Leases with Subsidiary Guarantors. The Unencumbered Properties are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party, in such amounts, with such deductibles and covering such risks (including risks with respect to environmental claims) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Credit Party or Subsidiary operates.

Unencumbered Properties. Except Schedule 3.13 hereto contains a complete and accurate description of Unencumbered Properties designated by the Borrower to constitute Unencumbered Properties hereunder as set forth of the Effective Date and as supplemented from time to time in Schedule 6.23 connection with the delivery of the certificate required under Section 5.01(d) hereof or as set forth in Section 2.21 and upon the written engineer reports provided to Agent on inclusion or before the date hereof, all removal of a Property as an Unencumbered Property for purposes of the Borrowing Base Covenants, including the entity that owns each Unencumbered PropertiesProperty. With respect to each Property identified from time to time as an Unencumbered Property, Borrower hereby represents and all major building systems located thereon, are structurally sound, warrants as ​ follows except to the extent disclosed in good condition writing to the Lenders and working order and free from material defects, subject to ordinary wear and tear, except for such approved by the Required Lenders (which approval shall not be unreasonably withheld): (a) No portion of any improvement on the Unencumbered Property is located in an area identified by the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such Real Estate which area, Borrower or the applicable Subsidiary, to the extent the same is not occupied by any tenant available on commercially reasonable terms, has obtained and which may not be will maintain insurance coverage for flood and other water damage in final working order pending final build-out of such space except where such defects have not had and could not reasonably be expected to have a Material Adverse Effect. Each the amount of the replacement cost of the improvements at the Unencumbered PropertiesProperty. (b) To the Borrower’s knowledge, the Unencumbered Property and the present use and operation thereof, is occupancy thereof are in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders zoning ordinances (without reliance upon adjoining or regulations, including without limitation, laws, regulations and ordinances relating to zoningother properties), building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, land use and Environmental Laws except in cases that would (“Applicable Laws”). (c) Except to the extent not reasonably cause a Material Adverse Effect. All watercompleted on Assets Under Development and Land, sewerthe Unencumbered Property is served by all utilities required for the current use thereof, electricall utility service is provided by public utilities and the Unencumbered Property has accepted or is equipped to accept such utility service. (d) Except to the extent not completed on Assets Under Development and Land, gas, telephone all roads and other utilities streets necessary for the use service of and operation of the Collateral Property are installed access to the property lines of Unencumbered Property for the Collateral current use thereof have been completed, are serviceable and all-weather and are physically and legally open for use by the public. (e) Except to the extent not completed on Assets Under Development and Land, the Unencumbered Property through dedicated is served by public rights of way or through perpetual private easements water and sewer systems or, if the Unencumbered Property is not serviced by a public water and sewer system, such alternate systems are adequate and meet, in all material respects, all requirements and regulations of, and otherwise complies in all material respects with, all Applicable Laws with respect to which such alternate systems. (f) Borrower is not aware of any material latent or patent structural defect in the Unencumbered Property. The Unencumbered Property is free of damage and waste that would materially and adversely affect the value of the Unencumbered Property (other than any casualty loss being handled in accordance with the Loan Documents or condemnation proceedings being handled in accordance with Loan Documents) and is in adequate repair for its intended use. The Unencumbered Property is free from material damage caused by fire or other casualty (other than any casualty loss being handled in accordance with the Loan Documents). There is no pending or, to the actual knowledge of ▇▇▇▇▇▇▇▇, threatened condemnation proceedings affecting the Unencumbered Property, or any material part thereof, in each case that would materially detract from the value of such Unencumbered Property, impair the use or operation thereof, or interfere with the ordinary conduct of business of the Borrower or any Subsidiary. (g) Except to the extent not completed on Assets Under Development and Land, to Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on the Unencumbered Property are in a condition and repair adequate for its intended use and, to Borrower’s knowledge, in material compliance with all Applicable Laws with respect to such systems or with respect to any Unencumbered Property will be upon completion of such Unencumbered Property. ​ (h) All improvements on the Unencumbered Property lie within the boundaries and building restrictions of the legal description of record of the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property, no such improvements encroach upon easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property and no improvements on adjoining properties encroach upon the Unencumbered Property or easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property. All access routes that materially benefit the Unencumbered Property are available to Borrower or the applicable Mortgage creates Subsidiary of the Borrower, constitute permanent easements that benefit all or part of the Unencumbered Property or are public property, and the Unencumbered Property, by virtue of such easements or otherwise, is contiguous to a valid physically open, dedicated all weather public street, and enforceable first lien subject has any necessary permits for ingress and egress. (i) There are no material delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the Unencumbered Property except to Permitted Liens and, except the extent such items are being contested in good faith and as to which adequate reserves have been provided. (j) Each Unencumbered Property satisfies each of the requirements set forth in the case definition of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law, and except where the failure “Unencumbered Property”. A breach of any of the foregoing could representations and warranties contained in this Section 3.13 with respect to a Property shall disqualify such Property from being an Unencumbered Property for so long as such breach continues (unless otherwise approved by the Required Lenders) but shall not reasonably be expected to have constitute a Material Adverse Effect. There are no material unpaid Default or outstanding real estate an Event of Default (unless the elimination of such Property as an Unencumbered Property results in a Default or other taxes or assessments on or against any Event of Default under one of the Unencumbered Properties which are payable by Borrower (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by provisions of this Agreement). Except as otherwise disclosed to Agent in writing, there are no pending, or to the knowledge of Borrower or Subsidiary Guarantors threatened or contemplated, eminent domain proceedings against any of the Unencumbered Properties. Except as otherwise disclosed to Agent in writing, none of the Unencumbered Properties is now damaged as a result of any fire, explosion, accident, flood or other casualty. Except as otherwise disclosed to Agent in writing, none of the Borrower or Subsidiary Guarantors have received any outstanding notice from any insurer or its agent requiring performance of any work with respect to any of the Unencumbered Properties or canceling or threatening to cancel any policy of insurance, and each of the Unencumbered Properties complies with the material requirements of all of the Borrower’s and Subsidiary Guarantors’ insurance carriers, except where any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed to Agent, the Borrower and the Subsidiary Guarantors have no Management Agreements for any of the Unencumbered Properties. To the best knowledge of the Borrower and the Subsidiary Guarantors, there are no material claims or any bases for material claims in respect of any Unencumbered Property or its operation by any party to any service agreement or Management Agreement that would have a Material Adverse Effect. No person or entity has any right or option to acquire any Unencumbered Property or any Building thereon or any portion thereof or interest therein, except for certain tenants pursuant to the terms of their Leases with Subsidiary Guarantors. The Unencumbered Properties are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party, in such amounts, with such deductibles and covering such risks (including risks with respect to environmental claims) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Credit Party or Subsidiary operates.

Unencumbered Properties. Except (a) No Unencumbered Property shall be subject to or encumbered by any Indebtedness, or by any other Material Agreement that by its terms precludes the grant of the Collateral or the exercise by or on behalf of the Secured Creditors of remedies with respect to the Collateral. (b) A Property may cease to qualify as set forth an Unencumbered Real Property, but may subsequently regain its status as a Unencumbered Real Property as provided in Schedule 6.23 clause (c) below; provided, however, if an Event of Default has occurred as a result of the Borrower’s failure to satisfy the Required Minimum Unencumbered Asset Ratio, such Event of Default shall not be cured as a result of such re-qualification. (c) Borrower may include additional Properties (whether New Acquisitions, former Development Properties or Properties that had been Unencumbered Real Properties but ceased to qualify as set forth such) by sending (i) a written certification that such Property then satisfies the criteria for a Unencumbered Real Property or, if a waiver or discretionary approval is required with respect to any element thereof, so specifying, and (ii) if requested by Administrative Agent, reasonable supporting documentation with respect to each of the elements of such certification or request. The Administrative Agent will make such request and materials available to the Lenders. (d) Borrower shall promptly after any Responsible Officer of the Borrower obtains knowledge thereof notify Administrative Agent of: (i) any material structural defects or Environmental Occurrence affecting an Unencumbered Real Property or (ii) the occurrence of any material casualty event or condemnation affecting an Unencumbered Real Property, or (iii) any bankruptcy or insolvency proceeding involving a Tenant at an Unencumbered Real Property, or (iv) any other event or occurrence which would cause an Unencumbered Real Property to cease to qualify as such. In such event, the affected Unencumbered Real Property will immediately, as of the occurrence, cease to qualify as an Unencumbered Real Property hereunder, except to the extent provided in the written engineer reports following sentence. In the event that structural defects, Environmental Occurrence or casualty result in the temporary closure (for repair, restoration or remediation) of less than 25% of the rentable square footage and provided that the Tenant, by way of business interruption insurance proceeds or otherwise, is continuing to pay rent and other charges under its lease and the applicable Property Owner has given reasonable security to the Lenders to insure that such repair, restoration or remediation will be promptly and diligently resolved in a good and ▇▇▇▇▇▇▇-like manner within sixty (60) days, then such Property will not cease to qualify as an Unencumbered Real Property for so long as such conditions remain satisfied and provided that such issues are finally repaired or resolved within sixty (60) days. (e) Borrower shall promptly after any Responsible Officer of the Borrower obtains knowledge thereof notify Administrative Agent on (i) of any pay-down, pay off or before other reduction in the outstanding amount of any Qualified Tenant Note, in which event the amount of the affected Qualified Tenant Note will immediately, as of the occurrence, be reduced in calculating the Total Value; (ii) (x) of any event or occurrence which would cause the representations in Section 6.9.6 with respect to a Qualified Tenant Note to be inaccurate in any respect, or (y) if any Qualified Tenant Note is not held and/or economic and beneficial interest in such Qualified Tenant Note is not owned by the holder by such Qualified Tenant Note as of the date hereof, all in which event, the affected Qualified Tenant Note will immediately, as of the occurrence, cease to qualify as an Unencumbered Property hereunder. (f) So long as the Loan is outstanding, Borrower shall, and shall cause its applicable Affiliate to, either extend the term of the Swift Spinning Property Ground Lease or exercise its purchase option for a $100 thereunder. In the event Borrower fails to comply with this Section 7.1.16(f), the Swift Spinning Property Ground Lease will immediately, as of the occurrence, cease to qualify as a Qualified Ground Lease and the applicable Property shall cease to qualify as an Unencumbered Real Property hereunder. (g) On August 16, 2012, American LubeFast, LLC (“LubeFast”), a Major Tenant, filed a bankruptcy proceeding under Chapter 11 of the United States Bankruptcy Code (the “LubeFast Bankruptcy”). Spirit Master Funding IV, LLC, a Subsidiary Guarantor, currently leases 28 Properties (the “LubeFast Properties”) to LubeFast pursuant to a Master Lease Agreement dated as of September 7, 2007 (as amended prior to the date hereof, the “LubeFast Master Lease”). The Borrower represents and warrants that (i) but for the LubeFast Bankruptcy, the Properties leased under the LubeFast Master Lease would qualify as Unencumbered Real Properties hereunder and (ii) to the Borrower’s knowledge, LubeFast intends to assume the LubeFast Master Lease in the LubeFast Bankruptcy. In consideration of the foregoing, the Administrative Agent and the Lenders have agreed to deem the LubeFast Properties to qualify as Unencumbered Real Properties as of the Closing Date and notwithstanding the LubeFast Bankruptcy, upon and subject to the following terms and conditions: (i) The Borrower shall keep Administrative Agent reasonably apprised with respect to the LubeFast Bankruptcy and shall provide Administrative Agent with copies of all filings and other notices or materials received by it or Spirit Master Funding IV, LLC in connection therewith within three (3) Business Days after receipt thereof. Borrower shall notify Administrative Agent within one (1) Business Day of any rejection or assumption, in whole or in part, of the LubeFast Master Lease. (ii) Net Operating Income attributable to the LubeFast Master Lease shall be deemed reduced by fifteen percent (15%) unless and until the LubeFast Master Lease is finally assumed under the LubeFast Bankruptcy, at which time actual Net Operating Income attributable to the LubeFast Master Lease shall be included for purposes of the calculations hereunder. (iii) The LubeFast Properties shall cease to be deemed Unencumbered Real Properties hereunder upon the earliest to occur of (a) the date that the LubeFast Master Lease is rejected or deemed rejected in the LubeFast Bankruptcy, (b) the date that LubeFast ceases to pay rent and/or other amounts owed to Spirit Master Funding IV, LLC to the extent such amounts become due and payable under the LubeFast Master Lease during the pendancy of the LubeFast Bankruptcy, are required to be paid under Section 365(d)(5) of the Bankruptcy Code, and relate to the time period of the LubeFast Bankruptcy, and (c) February 28, 2013, unless the LubeFast Master Lease is earlier assumed under the LubeFast Bankruptcy, in which event the LubeFast Properties shall be treated as all other Unencumbered Real Properties hereunder. (iv) But for the LubeFast Bankruptcy, the LubeFast Properties shall otherwise continue to satisfy the conditions to qualify as Unencumbered Real Properties hereunder. (v) Spirit Master Funding IV, LLC shall remain a Subsidiary Guarantor notwithstanding any cessation of all or any LubeFast Properties to qualify as Unencumbered Real Properties hereunder. (h) On or prior to the Closing, Borrower shall deposit into the Title Escrow, the following documents and funds relating to the Spirit SPE Portfolio 2007-1, LLC Properties: (i) funds sufficient to repay all liens encumbering the Spirit SPE Portfolio 2007-1, LLC Properties on November 1, 2012, (ii) an amendment to the limited liability operating agreement of Spirit SPE Portfolio 2007-1, LLC in form and substance satisfactory to Administrative Agent and effective as of February 2, 2012, (iii) a Joinder to Security Agreement, Joinder to Subsidiary Guaranty, and Acknowledgement of Pledge, each duly executed by Spirit SPE Portfolio 2007-1, LLC but effective only as of November 1, 2012, (iv) an amendment to the Pledge Agreement, pledging all interests in Spirit SPE Portfolio 2007-1, LLC, and, if certificated, the duly issued certificates evidencing such interests, duly executed by Borrower but effective only as of November 1, 2012, and (v) such other documents or instruments or opinions as Lender may reasonably require. Pursuant to the Title Escrow Agreement, Borrower shall irrevocably authorize Title Company to repay the loans and obligations encumbering the Spirit SPE Portfolio 2007-1, LLC Properties (the “Midland Loans”) on November 1, 2012 in accordance with the payoff statement attached thereto and concurrently therewith to deliver all escrowed documents and materials to Administrative Agent. In consideration of the foregoing, the Administrative Agent and the Lenders have agreed to deem the Spirit SPE Portfolio 2007-1, LLC Properties to qualify as Unencumbered Real Properties effective as of the Closing Date notwithstanding that the liens thereon will not be repaid until November 1, 2012. If for any reason the Midland Loans are not repaid in full on or before November 1, 2012 and the liens of the mortgages secured thereby released on or before November 30, 2012 (or such later date as Administrative Agent may agree in its reasonable discretion), or if any Spirit SPE Portfolio 2007-1, LLC Property(ies) shall for any other reason cease to satisfy the conditions to qualify as Unencumbered Real Properties hereunder, the Spirit SPE Portfolio 2007-1, LLC Properties shall cease to be deemed Unencumbered Real Properties hereunder. Further, if for any reason the Midland Loans cannot be repaid on or before November 5, 2012, then, unless otherwise agreed by Administrative Agent, Escrow Agent will be instructed to deliver the escrowed funds to Administrative Agent on behalf of the Banks, to be applied in repayment of the Loan and other amounts due under the Loan Documents (with any excess remaining balance being returned to the Borrower), and all major building systems located thereon, are structurally sound, in good condition other escrowed documents and working order and free from material defects, subject materials shall be returned to ordinary wear and tear, except for such portion of such Real Estate which is not occupied by any tenant and which may not be in final working order pending final build-out of such space except where such defects have not had and could not reasonably be expected to have a Material Adverse Effect. Each of the Unencumbered Properties, and the use and operation thereof, is in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders or regulations, including without limitation, laws, regulations and ordinances relating to zoning, building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, and Environmental Laws except in cases that would not reasonably cause a Material Adverse Effect. All water, sewer, electric, gas, telephone and other utilities necessary for the use and operation of the Collateral Property are installed to the property lines of the Collateral Property through dedicated public rights of way or through perpetual private easements with respect to which the applicable Mortgage creates a valid and enforceable first lien subject to Permitted Liens and, except in the case of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law, and except where the failure of any of the foregoing could not reasonably be expected to have a Material Adverse Effect. There are no material unpaid or outstanding real estate or other taxes or assessments on or against any of the Unencumbered Properties which are payable by Borrower (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by this Agreement). Except as otherwise disclosed to Agent in writing, there are no pending, or to the knowledge of Borrower or Subsidiary Guarantors threatened or contemplated, eminent domain proceedings against any of the Unencumbered Properties. Except as otherwise disclosed to Agent in writing, none of the Unencumbered Properties is now damaged as a result of any fire, explosion, accident, flood or other casualty. Except as otherwise disclosed to Agent in writing, none of the Borrower or Subsidiary Guarantors have received any outstanding notice from any insurer or its agent requiring performance of any work with respect to any of the Unencumbered Properties or canceling or threatening to cancel any policy of insurance, and each of the Unencumbered Properties complies with the material requirements of all of the Borrower’s and Subsidiary Guarantors’ insurance carriers, except where any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed to Agent, the Borrower and the Subsidiary Guarantors have no Management Agreements for any of the Unencumbered Properties. To the best knowledge of the Borrower and the Subsidiary Guarantors, there are no material claims or any bases for material claims in respect of any Unencumbered Property or its operation by any party to any service agreement or Management Agreement that would have a Material Adverse Effect. No person or entity has any right or option to acquire any Unencumbered Property or any Building thereon or any portion thereof or interest therein, except for certain tenants pursuant to the terms of their Leases with Subsidiary Guarantors. The Unencumbered Properties are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party, in such amounts, with such deductibles and covering such risks (including risks with respect to environmental claims) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Credit Party or Subsidiary operates.

Unencumbered Properties. Except Schedule 5.19 hereto contains a complete and accurate description of Unencumbered Properties designated by the Borrower to constitute Unencumbered Properties hereunder as set forth of the Closing Date and as supplemented from time to time in Schedule 6.23 connection with the delivery of a Compliance Certificate pursuant to Section 6.01(c) hereof or as set forth in Section 2.18 and upon the written engineer reports provided to Agent on inclusion or before the date hereof, all removal of a Property as an Unencumbered Property for purposes of the financial covenants contained in Section 7.09, including the entity that owns each Unencumbered PropertiesProperty. With respect to each Property identified from time to time as an Unencumbered Property, Borrower hereby represents and all major building systems located thereon, are structurally sound, warrants as follows except to the extent disclosed in good condition writing to the Lenders and working order and free from material defects, subject to ordinary wear and tear, except for such approved by the Required Lenders (which approval shall not be unreasonably withheld): (a) No portion of any improvement on the Unencumbered Property is located in an area identified by the Secretary of Housing and Urban Development or any successor thereto as an area having special flood hazards pursuant to the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such Real Estate which area, Borrower or the applicable Subsidiary, to the extent the same is not occupied by any tenant available on commercially reasonable terms, has obtained and which may not be will maintain insurance coverage for flood and other water damage in final working order pending final build-out of such space except where such defects have not had and could not reasonably be expected to have a Material Adverse Effect. Each the amount of the replacement cost of the improvements at the Unencumbered PropertiesProperty. (b) To the Borrower’s knowledge, the Unencumbered Property and the present use and operation thereof, is occupancy thereof are in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders zoning ordinances (without reliance upon adjoining or regulations, including without limitation, laws, regulations and ordinances relating to zoningother properties), building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, land use and Environmental Laws except in cases that would not reasonably cause a Material Adverse Effect(“Applicable Laws”). (c) The Unencumbered Property is served by all utilities required for the current use thereof. All water, sewer, electric, gas, telephone utility service is provided by public utilities and other utilities necessary for the use and operation of the Collateral Unencumbered Property are installed has accepted or is equipped to the property lines of the Collateral Property through dedicated public rights of way or through perpetual private easements accept such utility service. (d) Except with respect to which Assets Under Development, all public roads and streets necessary for service of and access to the Unencumbered Property for the current use thereof have been completed, are serviceable and all-weather and are physically and legally open for use by the public. (e) The Unencumbered Property is served by public water and sewer systems or, if the Unencumbered Property is not serviced by a public water and sewer system, such alternate systems are adequate and meet, in all material respects, all requirements and regulations of, and otherwise complies in all material respects with, all Applicable Laws with respect to such alternate systems. (f) Borrower is not aware of any material latent or patent structural defect in the Unencumbered Property. The Unencumbered Property is free of damage and waste that would materially and adversely affect the value of the Unencumbered Property (other than any casualty loss being handled in accordance with the Loan Documents or condemnation proceedings being handled in accordance with Loan Documents) and is in adequate repair for its intended use. The Unencumbered Property is free from material damage caused by fire or other casualty (other than any casualty loss being handled in accordance with the Loan Documents). There is no pending or, to the actual knowledge of Borrower, threatened condemnation proceedings affecting the Unencumbered Property, or any material part thereof. (g) To Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on the Unencumbered Property are in a condition and repair adequate for its intended use and, to Borrower’s knowledge, in material compliance with all Applicable Laws with respect to such systems. (h) All improvements on the Unencumbered Property lie within the boundaries and building restrictions of the legal description of record of the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property, no such improvements encroach upon easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property and no improvements on adjoining properties encroach upon the Unencumbered Property or easements benefiting the Unencumbered Property other than encroachments that do not materially adversely affect the use or occupancy of the Unencumbered Property. All access routes that materially benefit the Unencumbered Property are available to Borrower or the applicable Mortgage creates Subsidiary of the Borrower, constitute permanent easements that benefit all or part of the Unencumbered Property or are public property, and the Unencumbered Property, by virtue of such easements or otherwise, is contiguous to a valid physically open, dedicated all weather public street, and enforceable first lien subject has any necessary permits for ingress and egress. (i) There are no material delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the Unencumbered Property except to Permitted Liens and, except the extent such items are being contested in good faith and as to which adequate reserves have been provided. (j) Each Unencumbered Property satisfies each of the requirements set forth in the case definition of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law, and except where the failure “Unencumbered Property”. A breach of any of the foregoing could representations and warranties contained in this Section 5.19 with respect to a Property shall disqualify such Property from being an Unencumbered Property for so long as such breach continues (unless otherwise approved by the Required Lenders) but shall not reasonably be expected to have constitute a Material Adverse Effect. There are no material unpaid or outstanding real estate or other taxes or assessments on or against any Default (unless the elimination of such Property as an Unencumbered Property results in a Default under one of the Unencumbered Properties which are payable by Borrower (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by provisions of this Agreement). Except as otherwise disclosed to Agent in writing, there are no pending, or to the knowledge of Borrower or Subsidiary Guarantors threatened or contemplated, eminent domain proceedings against any of the Unencumbered Properties. Except as otherwise disclosed to Agent in writing, none of the Unencumbered Properties is now damaged as a result of any fire, explosion, accident, flood or other casualty. Except as otherwise disclosed to Agent in writing, none of the Borrower or Subsidiary Guarantors have received any outstanding notice from any insurer or its agent requiring performance of any work with respect to any of the Unencumbered Properties or canceling or threatening to cancel any policy of insurance, and each of the Unencumbered Properties complies with the material requirements of all of the Borrower’s and Subsidiary Guarantors’ insurance carriers, except where any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed to Agent, the Borrower and the Subsidiary Guarantors have no Management Agreements for any of the Unencumbered Properties. To the best knowledge of the Borrower and the Subsidiary Guarantors, there are no material claims or any bases for material claims in respect of any Unencumbered Property or its operation by any party to any service agreement or Management Agreement that would have a Material Adverse Effect. No person or entity has any right or option to acquire any Unencumbered Property or any Building thereon or any portion thereof or interest therein, except for certain tenants pursuant to the terms of their Leases with Subsidiary Guarantors. The Unencumbered Properties are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party, in such amounts, with such deductibles and covering such risks (including risks with respect to environmental claims) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Credit Party or Subsidiary operates.

Unencumbered Properties. Except (a) No Unencumbered Property shall be subject to or encumbered by any Indebtedness, or by any other Material Agreement that by its terms precludes the grant of the Collateral or the exercise by or on behalf of the Secured Creditors of remedies with respect to the Collateral. (b) A Property may cease to qualify as set forth an Unencumbered Real Property, but may subsequently regain its status as a Unencumbered Real Property as provided in Schedule 6.23 clause (c) below; provided, however, if an Event of Default has occurred as a result of the Borrower’s failure to satisfy the Required Maximum Unencumbered Asset Ratio, such Event of Default shall not be cured as a result of such re-qualification. (c) Borrower may include additional Properties (whether New Acquisitions, former Development Properties or Properties that had been Unencumbered Real Properties but ceased to qualify as set forth such) by sending (i) a written certification that such Property then satisfies the criteria for a Unencumbered Real Property or, if a waiver or discretionary approval is required by the Required Lenders with respect to any element thereof, so specifying, and (ii) if requested by Administrative Agent or the Required Lenders, reasonable supporting documentation with respect to each of the elements of such certification or request. The Administrative Agent will make such request and materials available to the Lenders. (d) Borrower shall promptly after any Responsible Officer of the Borrower obtains knowledge thereof notify Administrative Agent of: (i) any material structural defects or Environmental Occurrence affecting an Unencumbered Real Property or (ii) the occurrence of any material casualty event or condemnation affecting an Unencumbered Real Property, or (iii) any bankruptcy or insolvency proceeding involving a Tenant at an Unencumbered Real Property, or (iv) any other event or occurrence which would cause an Unencumbered Real Property to cease to qualify as such. In such event, the affected Unencumbered Real Property will immediately, as of the occurrence, cease to qualify as an Unencumbered Real Property hereunder, except to the extent provided in the written engineer reports following sentence. In the event that structural defects, Environmental Occurrence or casualty result in the temporary closure (for repair, restoration or remediation) of less than 25% of the rentable square footage and provided that the Tenant, by way of business interruption insurance proceeds or otherwise, is continuing to pay rent and other charges under its lease and the applicable Property Owner has given reasonable security to the Lenders to insure that such repair, restoration or remediation will be promptly and diligently resolved in a good and ▇▇▇▇▇▇▇-like manner within sixty (60) days, then such Property will not cease to qualify as an Unencumbered Real Property for so long as such conditions remain satisfied and provided that such issues are finally repaired or resolved within sixty (60) days. (e) Borrower shall promptly after any Responsible Officer of the Borrower obtains knowledge thereof notify Administrative Agent on (i) of any pay-down, pay off or before other reduction in the outstanding amount of any Qualified Tenant Note, in which event the amount of the affected Qualified Tenant Note will immediately, as of the occurrence, be reduced in calculating the Unencumbered Total Value; (ii) (x) of any event or occurrence which would cause the representations in Section 6.9.6 with respect to a Qualified Tenant Note to be inaccurate in any respect, or (y) if any Qualified Tenant Note is not held and/or economic and beneficial interest in such Qualified Tenant Note is not owned by the holder by such Qualified Tenant Note as of the date hereof, all in which event, the affected Qualified Tenant Note will immediately, as of the Unencumbered Propertiesoccurrence, and all major building systems located thereon, are structurally sound, in good condition and working order and free from material defects, subject cease to ordinary wear and tear, except for such portion of such Real Estate which is not occupied by any tenant and which may not be in final working order pending final build-out of such space except where such defects have not had and could not reasonably be expected to have a Material Adverse Effect. Each of the Unencumbered Properties, and the use and operation thereof, is in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders or regulations, including without limitation, laws, regulations and ordinances relating to zoning, building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, and Environmental Laws except in cases that would not reasonably cause a Material Adverse Effect. All water, sewer, electric, gas, telephone and other utilities necessary for the use and operation of the Collateral Property are installed to the property lines of the Collateral Property through dedicated public rights of way or through perpetual private easements qualify with respect to which the applicable Mortgage creates a valid and enforceable first lien subject to Permitted Liens and, except in the case of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law, and except where the failure of any of the foregoing could not reasonably be expected to have a Material Adverse Effect. There are no material unpaid or outstanding real estate or other taxes or assessments on or against any of the Unencumbered Properties which are payable by Borrower (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by this Agreement). Except as otherwise disclosed to Agent in writing, there are no pending, or to the knowledge of Borrower or Subsidiary Guarantors threatened or contemplated, eminent domain proceedings against any of the Unencumbered Properties. Except as otherwise disclosed to Agent in writing, none of the Unencumbered Properties is now damaged as a result of any fire, explosion, accident, flood or other casualty. Except as otherwise disclosed to Agent in writing, none of the Borrower or Subsidiary Guarantors have received any outstanding notice from any insurer or its agent requiring performance of any work with respect to any of the Unencumbered Properties or canceling or threatening to cancel any policy of insurance, and each of the Unencumbered Properties complies with the material requirements of all of the Borrower’s and Subsidiary Guarantors’ insurance carriers, except where any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed to Agent, the Borrower and the Subsidiary Guarantors have no Management Agreements for any of the Unencumbered Properties. To the best knowledge of the Borrower and the Subsidiary Guarantors, there are no material claims or any bases for material claims in respect of any Unencumbered Property or its operation by any party to any service agreement or Management Agreement that would have a Material Adverse Effect. No person or entity has any right or option to acquire any Unencumbered Property or any Building thereon or any portion thereof or interest therein, except for certain tenants pursuant to the terms of their Leases with Subsidiary Guarantors. The Unencumbered Properties are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party, in such amounts, with such deductibles and covering such risks (including risks with respect to environmental claims) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Credit Party or Subsidiary operatesTotal Value hereunder.

Unencumbered Properties. Except (a) No Unencumbered Property shall be subject to or encumbered by any Indebtedness, or by any other Material Agreement that by its terms precludes the grant of the Collateral or the exercise by or on behalf of the Secured Creditors of remedies with respect to the Collateral. (b) A Property may cease to qualify as set forth an Unencumbered Real Property, but may subsequently regain its status as a Unencumbered Real Property as provided in Schedule 6.23 clause (c) below; provided, however, if an Event of Default has occurred as a result of the Borrower’s failure to satisfy the Required Minimum Unencumbered Asset Ratio, such Event of Default shall not be cured as a result of such re-qualification. (c) Borrower may include additional Properties (whether New Acquisitions, former Development Properties or Properties that had been Unencumbered Real Properties but ceased to qualify as set forth such) by sending (i) a written certification that such Property then satisfies the criteria for a Unencumbered Real Property or, if a waiver or discretionary approval is required with respect to any element thereof, so specifying, and (ii) if requested by Administrative Agent, reasonable supporting documentation with respect to each of the elements of such certification or request. The Administrative Agent will make such request and materials available to the Lenders. (d) Borrower shall promptly after any Responsible Officer of the Borrower obtains knowledge thereof notify Administrative Agent of: (i) any material structural defects or Environmental Occurrence affecting an Unencumbered Real Property or (ii) the occurrence of any material casualty event or condemnation affecting an Unencumbered Real Property, or (iii) any bankruptcy or insolvency proceeding involving a Tenant at an Unencumbered Real Property, or (iv) any other event or occurrence which would cause an Unencumbered Real Property to cease to qualify as such. In such event, the affected Unencumbered Real Property will immediately, as of the occurrence, cease to qualify as an Unencumbered Real Property hereunder, except to the extent provided in the written engineer reports following sentence. In the event that structural defects, Environmental Occurrence or casualty result in the temporary closure (for repair, restoration or remediation) of less than 25% of the rentable square footage and provided that the Tenant, by way of business interruption insurance proceeds or otherwise, is continuing to pay rent and other charges under its lease and the applicable Property Owner has given reasonable security to the Lenders to insure that such repair, restoration or remediation will be promptly and diligently resolved in a good and ▇▇▇▇▇▇▇-like manner within sixty (60) days, then such Property will not cease to qualify as an Unencumbered Real Property for so long as such conditions remain satisfied and provided that such issues are finally repaired or resolved within sixty (60) days. (e) Borrower shall promptly after any Responsible Officer of the Borrower obtains knowledge thereof notify Administrative Agent on (i) of any pay-down, pay off or before other reduction in the outstanding amount of any Qualified Tenant Note, in which event the amount of the affected Qualified Tenant Note will immediately, as of the occurrence, be reduced in calculating the Total Value; (ii) (x) of any event or occurrence which would cause the representations in Section 6.9.6 with respect to a Qualified Tenant Note to be inaccurate in any respect, or (y) if any Qualified Tenant Note is not held and/or economic and beneficial interest in such Qualified Tenant Note is not owned by the holder by such Qualified Tenant Note as of the date hereof, all in which event, the affected Qualified Tenant Note will immediately, as of the occurrence, cease to qualify as an Unencumbered PropertiesProperty hereunder. (f) So long as the Loan is outstanding, Borrower shall, and all major building systems located thereonshall cause its applicable Affiliate to, are structurally sound, in good condition and working order and free from material defects, subject to ordinary wear and tear, except for such portion of such Real Estate which is not occupied by any tenant and which may not be in final working order pending final build-out of such space except where such defects have not had and could not reasonably be expected to have a Material Adverse Effect. Each either extend the term of the Unencumbered PropertiesSwift Spinning Property Ground Lease or exercise its purchase option for a $100 thereunder. In the event Borrower fails to comply with this Section 7.1.16(f), the Swift Spinning Property Ground Lease will immediately, as of the occurrence, cease to qualify as a Qualified Ground Lease and the use and operation thereof, is in material compliance with all applicable federal and state law and governmental regulations and any local ordinances, orders or regulations, including without limitation, laws, regulations and ordinances relating Property shall cease to zoning, building codes, subdivision, fire protection, health, safety, handicapped access, historic preservation and protection, wetlands, tidelands, and Environmental Laws except in cases that would not reasonably cause a Material Adverse Effect. All water, sewer, electric, gas, telephone and other utilities necessary for the use and operation of the Collateral qualify as an Unencumbered Real Property are installed to the property lines of the Collateral Property through dedicated public rights of way or through perpetual private easements with respect to which the applicable Mortgage creates a valid and enforceable first lien subject to Permitted Liens and, except in the case of drainage facilities, are connected to the Building located thereon with valid permits and are adequate to service the Building in compliance with applicable law, and except where the failure of any of the foregoing could not reasonably be expected to have a Material Adverse Effect. There are no material unpaid or outstanding real estate or other taxes or assessments on or against any of the Unencumbered Properties which are payable by Borrower (except only real estate or other taxes or assessments, that are not yet delinquent or are being protested as permitted by this Agreement). Except as otherwise disclosed to Agent in writing, there are no pending, or to the knowledge of Borrower or Subsidiary Guarantors threatened or contemplated, eminent domain proceedings against any of the Unencumbered Properties. Except as otherwise disclosed to Agent in writing, none of the Unencumbered Properties is now damaged as a result of any fire, explosion, accident, flood or other casualty. Except as otherwise disclosed to Agent in writing, none of the Borrower or Subsidiary Guarantors have received any outstanding notice from any insurer or its agent requiring performance of any work with respect to any of the Unencumbered Properties or canceling or threatening to cancel any policy of insurance, and each of the Unencumbered Properties complies with the material requirements of all of the Borrower’s and Subsidiary Guarantors’ insurance carriers, except where any of the foregoing would not reasonably be expected to have a Material Adverse Effect. Except as otherwise disclosed to Agent, the Borrower and the Subsidiary Guarantors have no Management Agreements for any of the Unencumbered Properties. To the best knowledge of the Borrower and the Subsidiary Guarantors, there are no material claims or any bases for material claims in respect of any Unencumbered Property or its operation by any party to any service agreement or Management Agreement that would have a Material Adverse Effect. No person or entity has any right or option to acquire any Unencumbered Property or any Building thereon or any portion thereof or interest therein, except for certain tenants pursuant to the terms of their Leases with Subsidiary Guarantors. The Unencumbered Properties are insured with financially sound and reputable insurance companies not Affiliates of any Credit Party, in such amounts, with such deductibles and covering such risks (including risks with respect to environmental claims) as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Credit Party or Subsidiary operateshereunder.