Common use of Borrowing Base Properties Clause in Contracts

Borrowing Base Properties. Schedule 2 contains a correct and complete list of all Borrowing Base Properties as of the Effective Date, including applicable ownership information. With respect to each Borrowing Base Property from time to time: (a) no Borrowing Base Property is 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 buildings on such Borrowing Base Properties are located within any such area, the Borrower or applicable Subsidiary Guarantor has obtained and will maintain through the Maturity Date the flood insurance prescribed in Section 8.5 hereof (including Schedule 8.5); (b) each of the Borrowing Base Properties and the present use and occupancy thereof are in material compliance with all 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 and accepted by the Administrative Agent and the Requisite Lenders pursuant to this Agreement or as otherwise permitted under the definition of Eligible Property) and other Applicable Laws; (c) each of the Borrowing Base Properties is served by all utilities required for the current or contemplated use thereof; (d) all public roads and streets necessary for service of and access to each of the Borrowing Base 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) the Borrower is not aware of any material latent or patent structural or other significant deficiency of the Borrowing Base Properties; (f) each of the Borrowing Base Properties is free of damage and waste that would materially and adversely affect the value of such Borrowing Base Property, is in good condition and repair subject to any items set forth in any property condition report delivered to and approved by the Administrative Agent and the Requisite Lenders or as otherwise permitted under the definition of Eligible Property, and to the Borrower’s knowledge, there is no deferred maintenance other than ordinary wear and tear; (g) each of the Borrowing Base Properties is free from damage caused by fire or other casualty that is not covered by proceeds of, or valid claims under, the insurance required by Section 8.5; (h) to the Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on the Borrowing Base Properties are (i) in a good and safe condition and repair and (ii) in material compliance with all Applicable Laws with respect to such systems; (i) all improvements on the Borrowing Base Properties lie within the boundaries and building restrictions of the legal descriptions of record of the Borrowing Base Properties, no improvements encroach upon easements benefiting the Borrowing Base Properties other than encroachments that do not materially adversely affect the use or occupancy of the Borrowing Base Properties and, to the Borrower’s knowledge, no improvements on adjoining properties encroach upon the Borrowing Base Properties or upon easements benefiting the Borrowing Base Properties other than encroachments that do not materially adversely affect the use or occupancy of the Borrowing Base Properties;

Borrowing Base Properties. (i) Each of the Mortgages, when properly recorded in the appropriate records, creates a valid, perfected first lien on the respective Borrowing Base Property, subject only to Permitted Liens. To each Loan Party’s knowledge, except as set forth on Schedule 2 contains a correct and complete list 4.01(y) hereto, there are no proceedings in condemnation or eminent domain affecting any of all the Borrowing Base Properties as and, to the knowledge of each Loan Party, none is threatened. No Person has any option or other right to purchase all or any portion of any of the Effective Date, including applicable ownership information. With respect to each Borrowing Base Property from time to time:Properties or any interest therein. (aii) no To each Loan Party’s knowledge, the Borrowing Base Property is located Properties and the use thereof comply in an area that has been identified by all material respects with all applicable zoning, subdivision and land use laws, regulations and ordinances, all applicable health, fire, building codes, parking laws and all other laws, statutes, codes, ordinances, rules and regulations applicable to 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 amendedBorrowing Base Properties, or any successor law orof them, if any portion including without limitation the Americans with Disabilities Act. To each Loan Party’s knowledge, all material permits, licenses and certificates for the lawful use, occupancy and operation of the buildings on such Borrowing Base Properties are located within any such area, the Borrower or applicable Subsidiary Guarantor has obtained and will maintain through the Maturity Date the flood insurance prescribed in Section 8.5 hereof (including Schedule 8.5); (b) each component of each of the Borrowing Base Properties in the manner in which it is currently being used, occupied and operated, including, but not limited to liquor licenses and certificates of occupancy, or the present use equivalent, have been obtained and occupancy thereof are current and in material compliance full force and effect. To each Loan Party’s knowledge, no legal proceedings are pending or threatened with all respect to the zoning ordinances (without reliance upon adjoining or other properties)of any Borrowing Base Property. To each Loan Party’s knowledge, health, fire and building codes, land use laws (including those regulating parking) and Environmental Laws (except as disclosed on set forth in the environmental assessments Mortgage Policies and/or the surveys, neither the zoning nor any other right to construct, use or operate any Borrowing Base Property is in any way dependent upon or related to any real estate other than such Borrowing Base Property. No tract map, parcel map, condominium plan, condominium declaration, or plat of subdivision will be recorded by any Loan Party with respect to any Borrowing Base Property without the Administrative Agent’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. (iii) The Loan Parties have delivered to the Administrative Agent true and accepted by complete copies of (a) all Tenancy Leases with respect to any Borrowing Base Property as of the date hereof (1) that constitute Material Contracts or (2) that provide for aggregate annual revenues in excess of $20,000 and (b) all other Material Contracts affecting the operation and management of any Borrowing Base Property as of the date hereof, and such Tenancy Leases and Material Contracts have not been modified or amended except pursuant to amendments or modifications delivered to Administrative Agent. Except for the rights of (x) each of the property managers pursuant to any Management Agreements and (y) third-party vendors (including, without limitation, landscapers, ATM lessors, vending machine lessors and the like), no Person has any right or obligation to manage any of the Borrowing Base Properties or to receive compensation in connection with such management. Except for the parties to any leasing brokerage agreement that has been delivered to the Administrative Agent, no Person has any right or obligation to lease or solicit tenants for any of the Borrowing Base Properties, or (except for cooperating outside brokers) to receive compensation in connection with such leasing. (iv) The Loan Parties have delivered to the Administrative Agent a true and complete copy of each of the Requisite Lenders Management Agreements to which they are a party that will be in effect on the Closing Date, and such Management Agreements have not been modified or amended except pursuant to this Agreement amendments or as otherwise permitted under modifications delivered to Administrative Agent. Such Management Agreements are in full force and effect and no default by any of the definition Loan Parties or Managers exists thereunder. (v) To each Loan Party’s knowledge, all improvements on any Borrowing Base Property, including without limitation the roof and all structural components, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior doors, parking facilities, sidewalks and landscaping, are in good condition and repair. The Loan Parties are not aware of Eligible Propertyany latent or patent structural or other material defect or deficiency in any of the Borrowing Base Properties and, to the Loan Parties’ knowledge, city water supply, storm and sanitary sewers, and electrical, gas (if applicable) and other Applicable Laws; (c) telephone facilities are available to each of the Borrowing Base Properties within the boundary lines of each of the Borrowing Base Properties (except as may be shown on the applicable survey), are fully connected to the improvements and are fully operational, are sufficient to meet the reasonable needs of each of the Borrowing Base Properties as now used or presently contemplated to be used, and no other utility facilities are necessary to meet the reasonable needs of any of the Borrowing Base Properties as now used or presently contemplated. Except as may be shown on the applicable survey, to the Loan Parties’ knowledge no part of any of the Borrowing Base Properties is served by all utilities required for within a flood plain and none of the current improvements thereon create encroachments over, across or contemplated use thereof; (d) all upon any of the Borrowing Base Properties’ boundary lines, rights of way or easements, and no building or other improvements on adjoining land create such an encroachment which could reasonably be expected to have a Material Adverse Effect. All public roads and streets necessary for service of and access to each of the Borrowing Base Properties for the current or and contemplated use uses thereof have been completed, completed and are serviceable and are physically and legally open for use by the public. To the Loan Parties’ knowledge after due inquiry, or appropriate insured private easements are in place; (e) the Borrower is not aware of any material latent or patent structural or other significant deficiency of the Borrowing Base Properties; (f) each septic system located at any of the Borrowing Base Properties is free of damage and waste that would materially and adversely affect the value of such Borrowing Base Property, is in good condition and repair subject to any items set forth in any property condition report delivered to and approved by the Administrative Agent and the Requisite Lenders or as otherwise permitted under the definition of Eligible Property, and to the Borrower’s knowledge, there is no deferred maintenance other than ordinary wear and tear; (g) each of the Borrowing Base Properties is free from damage caused by fire or other casualty that is not covered by proceeds of, or valid claims under, the insurance required by Section 8.5; (h) to the Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on the Borrowing Base Properties are (i) in a good and safe condition and repair and (ii) in material compliance with all Applicable Laws with respect to such systems;applicable law. (ivi) all improvements on Each of the Borrowing Base Properties lie within the boundaries and building restrictions is comprised of one (1) or more parcels which constitute separate tax lots. No part of any of the legal descriptions Borrowing Base Properties is included or assessed under or as part of record another tax lot or parcel, and no part of any other property is included or assessed under or as part of the tax lots or parcels comprising any of the Borrowing Base Properties, no improvements encroach upon easements benefiting the Borrowing Base Properties other than encroachments that do not materially adversely affect the use or occupancy of the Borrowing Base Properties and, to the Borrower’s knowledge, no improvements on adjoining properties encroach upon the Borrowing Base Properties or upon easements benefiting the Borrowing Base Properties other than encroachments that do not materially adversely affect the use or occupancy of the Borrowing Base Properties;.

Borrowing Base Properties. Schedule 2 contains To Borrower’s actual knowledge and except (i) as disclosed in the Property Information delivered to Administrative Agent, and (ii) where the failure of any of the following to be true and correct would not constitute a correct and complete list of all Material Adverse Effect or result in a Material Property Event with respect to any Borrowing Base Properties as of the Effective Date, including applicable ownership information. With respect to each Borrowing Base Property from time to timeProperty: (a) no Each Borrowing Base Property is located Owner has good record and marketable title 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 buildings on such fee simple to all Borrowing Base Properties owned by it, free and clear of all Liens other than Liens permitted by Section 9.02. All of the outstanding Equity Interests in each Borrowing Base Property Owner have been validly issued, are located within any such area, the fully paid and nonassessable and are owned by Borrower or applicable a Wholly Owned Subsidiary Guarantor has obtained thereof free and will maintain through the Maturity Date the flood insurance prescribed in clear of all Liens other than Liens permitted by Section 8.5 hereof (including Schedule 8.5);9.02. (b) each of the Each Borrowing Base Properties Property complies in all material respects with all Laws, including all subdivision and the present use and occupancy platting requirements, without reliance on any adjoining or neighboring property. No Loan Party has received any written notice or written claim from any Person that a Borrowing Base Property, or any use, activity, operation, or maintenance thereof are or thereon, is not in material compliance with all zoning ordinances (without reliance upon adjoining or other properties)any Law, health, fire and building codes, land use laws (including those regulating parking) and Environmental Laws (has no actual knowledge of any such noncompliance except as disclosed on to Administrative Agent; (c) The Loan Parties have not directly or indirectly conveyed, assigned, or otherwise disposed of, or transferred (or agreed to do so), other than pursuant to Permitted Liens, any development rights, air rights, or other similar rights, privileges, or attributes with respect to a Borrowing Base Property, including those arising under any zoning or property use ordinance or other Laws; (d) All utility services necessary for the environmental assessments use of each Borrowing Base Property and the operation thereof for their intended purpose are available at each Borrowing Base Property; (e) The current use of each Borrowing Base Property complies in all material respects with all applicable zoning ordinances, regulations, and restrictive covenants affecting such Borrowing Base Property, all use restrictions of any Governmental Authority having jurisdiction have been satisfied; (f) Except as disclosed in writing to the Administrative Agent, the rent rolls delivered to the Administrative Agent with respect thereof are true, correct and accepted by complete in all material respects and the Leases referred to thereon are all valid and in full force and effect; (ii) the Leases (including modifications thereto) are in writing, and there are no oral agreements with respect thereto; (iii) the copies of each of the Leases (if any) delivered to the Administrative Agent are true, correct and complete in all material respects and have not been modified (or further modified); (iv) to the Requisite Lenders pursuant to this Agreement or as otherwise permitted knowledge of any Loan Party, no defaults exist under the definition of Eligible Property) and other Applicable Laws; (c) each any of the Borrowing Base Properties is served Leases by any party (including any guarantor) thereto that, individually or in the aggregate with respect to all utilities required for such defaults that would reasonably be expected to have Material Property Event or would involve more than $1,000,000 or take longer than three (3) months to repair or remediate; (v) no Loan Party has any actual knowledge of any presently effective notice of termination or notice of default given by any tenant in writing under any other Leases that individually or in the current aggregate would reasonably be expected to have a Material Property Event or contemplated use thereof; would involve more than $1,000,000 or take longer than three (d3) all public roads and streets necessary for service months to repair or remediate; (vi) no Loan Party has made any presently effective assignment or pledge of and access to each any of the Borrowing Base Properties for Leases, the current rents or contemplated use thereof have been completed, and are open for use by any interests therein except to the public, Administrative Agent; (vii) no tenant or appropriate insured private easements are in place; (e) the Borrower is not aware other party has an option or right of first refusal to purchase all or any portion of any material latent or patent structural or other significant deficiency of the Borrowing Base Properties; (f) each of the Borrowing Base Properties is free of damage and waste that would materially and adversely affect the value of such Borrowing Base Property; (viii) no tenant has the right to terminate any Lease prior to expiration of the stated term of such Lease (except as a result of counterparty breach, is casualty, condemnation or other customary basis of a right to terminate); and (ix) no tenant has prepaid more than one month’s rent in good condition advance (except for bona fide security deposits and repair subject estimated payments of operating expenses, Taxes and other pass-throughs paid by tenants pursuant to any items set forth in any property condition report delivered to and approved by the Administrative Agent and the Requisite Lenders or as otherwise permitted under the definition of Eligible Property, and their Leases not prepaid more than one month prior to the Borrower’s knowledge, there is no deferred maintenance other than date such estimated payments are due or prepayments of rent made in the ordinary wear and tearcourse of business); (g) each of the No Borrowing Base Properties Property is free from damage caused by fire the subject of any pending or, to any Loan Party’s knowledge, threatened condemnation or other casualty that is material adverse zoning proceeding for which Administrative Agent has not covered by proceeds of, or valid claims under, the insurance required by Section 8.5;been notified in writing; and (h) Each Borrowing Base Property complies with the conditions to be included as a Borrowing Base Property under Section 5.04 and, except as previously disclosed to the Borrower’s knowledgeAdministrative Agent in writing, all liquid and solid waste disposal, septic and sewer systems located on the Borrowing Base Properties are (i) in a good and safe condition and repair and (ii) in material compliance with all Applicable Laws no Exclusion Event with respect to any such systems; (i) all improvements on the Borrowing Base Properties lie within the boundaries and building restrictions of the legal descriptions of record of the Borrowing Base Properties, no improvements encroach upon easements benefiting the Borrowing Base Properties other than encroachments that do not materially adversely affect the use or occupancy of the Borrowing Base Properties and, to the Borrower’s knowledge, no improvements on adjoining properties encroach upon the Borrowing Base Properties or upon easements benefiting the Borrowing Base Properties other than encroachments that do not materially adversely affect the use or occupancy of the Borrowing Base Properties;Property has occurred.

Borrowing Base Properties. Schedule 2 contains (a) Each Real Property identified by Borrower as a correct and complete list of all Borrowing Base Properties as Property in the most-recent Borrowing Base Report delivered to Administrative Agent hereunder meets the requirements set forth in clauses (a), (b), (c), (d), (e), (f) or (i) of the Effective Date, including applicable ownership information. With definition of “Eligible Property” (except to the extent approved by Administrative Agent and the Required Lenders in writing at the time such Property became a Borrowing Base Property) and no Exclusion Event has occurred and is continuing with respect to any such Real Property. (b) Except as set forth in the Property Condition Report for such Borrowing Base Property, each Borrowing Base Property from time to time:complies in all material respects (without duplication of any materiality qualifiers set forth therein) with all Laws, including all subdivision and platting requirements, without reliance on any adjoining or neighboring property. (ac) no Except as set forth in the Property Condition Report for such Borrowing Base Property, the Improvements (as defined in the Mortgage with respect to such Borrowing Base Property) comply in all material respects (without duplication of any materiality qualifiers set forth therein) with all Laws regarding access and facilities for handicapped or disabled persons. (d) No Borrowing Base Property is located in an area that the subject of any pending or, to any Loan Party’s knowledge, threatened Condemnation or adverse zoning proceeding. (e) No Loan Party 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 directly or the Flood Disaster Protection Act of 1973indirectly conveyed, as amendedassigned, or otherwise disposed of, or transferred (or agreed to do so) any successor law ordevelopment rights, if air rights, or other similar rights, privileges, or attributes with respect to any portion of the buildings on such Borrowing Base Properties are located within Properties, including those arising under any such area, the Borrower zoning or applicable Subsidiary Guarantor has obtained and will maintain through the Maturity Date the flood insurance prescribed in Section 8.5 hereof (including Schedule 8.5);property use ordinance or other Law. (bf) each All utility services necessary for the use of the Borrowing Base Properties and the present use Improvements and occupancy the operation thereof for their intended purpose are available at the Borrowing Base Property. (g) No Borrowing Base Property is part of a larger tract of Property owned by any Loan Party or otherwise included under any unity of title or similar covenant with other Property not owned by a Loan Party and each Borrowing Base Property constitutes a separate tax lot or lots with a separate tax assessment or assessments for such Borrowing Base Property and the Improvements thereon, independent of those for any other Property or improvements. (h) Each Borrowing Base Property, including all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, is in good condition, order and repair in all material compliance with all zoning ordinances (without reliance upon adjoining respects. Except as set forth in the Property Condition Reports, there exists no structural or other properties)material defects or damages in any Borrowing Base Property, health, fire and building codes, land use laws (including those regulating parking) and Environmental Laws (except as disclosed on a result of a Casualty or otherwise. No Loan Party has received any written notice from any insurance company or bonding company of any material defects or inadequacies in any Borrowing Base Property which would adversely affect the environmental assessments delivered to insurability of the Administrative Agent and accepted by same or cause the Administrative Agent and the Requisite Lenders pursuant to this Agreement imposition of extraordinary premiums or as otherwise permitted under the definition charges thereon or of Eligible Property) and other Applicable Laws;any termination or threatened termination of any policy of insurance or bond. (ci) each The current and anticipated use of the Borrowing Base Properties is served by complies in all utilities required for the current or contemplated use thereof; (d) material respects with all public roads applicable zoning ordinances, regulations, and streets necessary for service of and access to each of restrictive covenants affecting the Borrowing Base Properties for without the current existence of any variance, non-complying use, nonconforming use (other than a legally non-conforming use previously disclosed to Administrative Agent in writing) or contemplated other special exception or if a variance, permit or special exception is required, such has been obtained and remains in full force and effect, all use thereof restrictions of any Governmental Authority having jurisdiction have been completedsatisfied, and are open for use by the public, or appropriate insured private easements are in place; (e) the Borrower is not aware no violation of any material latent Law or patent structural or other significant deficiency of the Borrowing Base Properties; (f) each of the Borrowing Base Properties is free of damage and waste that would materially and adversely affect the value of such Borrowing Base Property, is in good condition and repair subject to any items set forth in any property condition report delivered to and approved by the Administrative Agent and the Requisite Lenders or as otherwise permitted under the definition of Eligible Property, and to the Borrower’s knowledge, there is no deferred maintenance other than ordinary wear and tear; (g) each of the Borrowing Base Properties is free from damage caused by fire or other casualty that is not covered by proceeds of, or valid claims under, the insurance required by Section 8.5; (h) to the Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on the Borrowing Base Properties are (i) in a good and safe condition and repair and (ii) in material compliance with all Applicable Laws regulation exists with respect to such systems; (i) all improvements on the Borrowing Base Properties lie within the boundaries and building restrictions of the legal descriptions of record of the Borrowing Base Properties, no improvements encroach upon easements benefiting the Borrowing Base Properties other than encroachments that do not materially adversely affect the use or occupancy of the Borrowing Base Properties and, to the Borrower’s knowledge, no improvements on adjoining properties encroach upon the Borrowing Base Properties or upon easements benefiting the Borrowing Base Properties other than encroachments that do not materially adversely affect the use or occupancy of the Borrowing Base Properties;thereto.

Borrowing Base Properties. Schedule 2 contains a correct To the Borrower’s knowledge and complete list except where the failure of all Borrowing Base Properties as any of the Effective Date, including applicable ownership information. With respect following to each Borrowing Base Property from time to timebe true and correct would not have a Material Adverse Effect: (a) no Each Borrowing Base Property is located in an area complies with all Applicable Laws, including all subdivision and platting requirements, without reliance on any adjoining or neighboring property. No Loan Party has received any notice or claim from any Person 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 amendeda Borrowing Base Property, or any successor law oruse, if activity, operation, or maintenance thereof or thereon, is not in compliance with any portion Applicable Law, and the Borrower has no actual knowledge of the buildings on such Borrowing Base Properties are located within any such area, noncompliance except as disclosed in writing to the Borrower or applicable Subsidiary Guarantor has obtained and will maintain through the Maturity Date the flood insurance prescribed in Section 8.5 hereof (including Schedule 8.5);Administrative Agent. (b) each of the The Loan Parties have not directly or indirectly conveyed, assigned, or otherwise disposed of, or transferred (or agreed to do so) any development rights, air rights, or other similar rights, privileges, or attributes with respect to a Borrowing Base Properties and the present use and occupancy thereof are in material compliance with all zoning ordinances (without reliance upon adjoining or other properties)Property, 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 and accepted by the Administrative Agent and the Requisite Lenders pursuant to this Agreement arising under any zoning or as otherwise permitted under the definition of Eligible Property) and property use ordinance or other Applicable Laws;. (c) All utility services necessary for the use of each of the Borrowing Base Properties is served by all utilities required Property and the operation thereof for the current or contemplated use thereof;their intended purpose are available at each Borrowing Base Property. (d) all public roads and streets necessary for service The current use of and access to each of the Borrowing Base Properties for the current or contemplated use thereof have been completedProperty complies in all material respects with all applicable zoning ordinances, regulations, and are open for use by the public, or appropriate insured private easements are in place; (e) the Borrower is not aware of any material latent or patent structural or other significant deficiency of the Borrowing Base Properties; (f) each of the Borrowing Base Properties is free of damage and waste that would materially and adversely affect the value of restrictive covenants affecting such Borrowing Base Property, is in good condition and repair subject to all use restrictions of any items set forth in any property condition report delivered to and approved by the Administrative Agent and the Requisite Lenders or as otherwise permitted under the definition of Eligible Property, and to the Borrower’s knowledge, there is no deferred maintenance other than ordinary wear and tear;Governmental Authority having jurisdiction have been satisfied. (ge) each of the No Borrowing Base Properties Property is free from damage caused by fire or other casualty that is not covered by proceeds of, or valid claims under, the insurance required by Section 8.5; (h) to the Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on the Borrowing Base Properties are (i) in a good and safe condition and repair and (ii) in material compliance with all Applicable Laws with respect to such systems; (i) all improvements on the Borrowing Base Properties lie within the boundaries and building restrictions subject of the legal descriptions of record of the Borrowing Base Properties, no improvements encroach upon easements benefiting the Borrowing Base Properties other than encroachments that do not materially adversely affect the use or occupancy of the Borrowing Base Properties andany pending or, to the Borrower’s knowledge, threatened Condemnation or material adverse zoning proceeding. (f) There exists no improvements on adjoining properties encroach upon the Material Environmental Event in respect of any Borrowing Base Properties or upon easements benefiting the Borrowing Base Properties other than encroachments that do not materially adversely affect the use or occupancy of the Borrowing Base Properties;Property.

Borrowing Base Properties. Schedule 2 contains To each Borrower’s knowledge and except (i) as disclosed in the Real Property Information delivered to Administrative Agent, and (ii) where the failure of any of the following to be true and correct would not constitute a correct and complete list of all Material Adverse Effect or result in a Material Property Event with respect to any Borrowing Base Properties as of the Effective Date, including applicable ownership information. With respect to each Borrowing Base Property from time to timeProperty: (a) no Each Borrowing Base Property is located Owner has good record and marketable title in an area that has been identified by fee simple to all Borrowing Base Properties necessary or used in the Secretary ordinary conduct of Housing and Urban Development its business, except for such defects in title as an area having special flood hazards and could not, individually or in which flood insurance has been made available under the National Flood Insurance Act of 1968 aggregate, reasonably be expected to have a Material Adverse Effect or the Flood Disaster Protection Act of 1973, as amended, or any successor law or, if any portion of the buildings on result in a Material Property Event with respect to such Borrowing Base Properties Property. Each applicable Borrowing Base Property Owner has good record and marketable fee simple title to the Borrowing Base Property owned by such Borrowing Base Property Owner, subject only to Liens permitted by Section 6.01. All of the outstanding Equity Interests in each Borrowing Base Property Owner have been validly issued, are located within any such area, the fully paid and nonassessable and are owned by a Borrower or applicable a Wholly Owned Subsidiary Guarantor has obtained thereof free and will maintain through the Maturity Date the flood insurance prescribed in clear of all Liens (other than Liens permitted by Section 8.5 hereof (including Schedule 8.56.01);. (b) each of the Each Borrowing Base Properties Property complies in all material respects with all Legal Requirements, including all subdivision and the present use and occupancy platting requirements, without reliance on any adjoining or neighboring property. No Credit Party has received any written notice or written claim from any Person that a Borrowing Base Property, or any use, activity, operation, or maintenance thereof are or thereon, is not in material compliance with all zoning ordinances (without reliance upon adjoining or other properties)any Legal Requirement, health, fire and building codes, land use laws (including those regulating parking) and Environmental Laws (has no knowledge of any such noncompliance except as disclosed on the environmental assessments delivered to the Administrative Agent and accepted by the Administrative Agent and the Requisite Lenders pursuant to this Agreement or as otherwise permitted under the definition of Eligible Property) and other Applicable LawsAgent; (c) each of the The Credit Parties have not directly or indirectly conveyed, assigned, or otherwise disposed of, or transferred (or agreed to do so), other than pursuant to Permitted Liens, any development rights, air rights, or other similar rights, privileges, or attributes with respect to a Borrowing Base Properties is served by all utilities required for the current Property, including those arising under any zoning or contemplated property use thereofordinance or other Legal Requirements; (d) all public roads and streets All utility services necessary for service the use of and access to each of the Borrowing Base Properties Property and the operation thereof for the current or contemplated use thereof have been completed, and their intended purpose are open for use by the public, or appropriate insured private easements are in placeavailable at each Borrowing Base Property; (e) the Borrower is not aware The current use of any material latent or patent structural or other significant deficiency of the each Borrowing Base Properties; (f) each of the Borrowing Base Properties is free of damage Property complies in all material respects with all applicable zoning ordinances, regulations, and waste that would materially and adversely affect the value of restrictive covenants affecting such Borrowing Base Property, is in good condition and repair subject to any items set forth in any property condition report delivered to and approved by the Administrative Agent and the Requisite Lenders or as otherwise permitted under the definition of Eligible Property, and to the Borrower’s knowledge, there is no deferred maintenance other than ordinary wear and tear; (g) each of the Borrowing Base Properties is free from damage caused by fire or other casualty that is not covered by proceeds of, or valid claims under, the insurance required by Section 8.5; (h) to the Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on the Borrowing Base Properties are (i) in a good and safe condition and repair and (ii) in material compliance with all Applicable Laws with respect to such systems; (i) all improvements on the Borrowing Base Properties lie within the boundaries and building use restrictions of the legal descriptions of record of the Borrowing Base Properties, no improvements encroach upon easements benefiting the Borrowing Base Properties other than encroachments that do not materially adversely affect the use or occupancy of the Borrowing Base Properties and, to the Borrower’s knowledge, no improvements on adjoining properties encroach upon the Borrowing Base Properties or upon easements benefiting the Borrowing Base Properties other than encroachments that do not materially adversely affect the use or occupancy of the Borrowing Base Propertiesany Governmental Authority having jurisdiction have been satisfied;

Borrowing Base Properties. Each Real Property listed on Schedule 2 contains III fully qualifies as a correct and complete list of all Borrowing Base Properties as of the Effective Date, including applicable ownership informationProperty. With respect to each Borrowing Base Property from time (including each Real Property which shall be added as a Borrowing Base Property in accordance with the terms hereof, whether upon the Effective Date or pursuant to time:Section 9.03(a)): (a) Other than Permitted Exceptions, there are no claims for payment for work, labor or materials affecting any Borrowing Base Property which are or may become a Lien prior to, or of equal priority with, the Liens created by the Loan Documents. (b) Each Borrowing Base Property is being, and will continue to be, used exclusively for one or more of the uses permitted pursuant to Section 9.01(b)(iii) and in accordance with such Section 9.01(b)(iii), and other appurtenant and related uses; (c) All material certifications, permits, licenses and approvals, including without limitation, certificates of completion and occupancy permits, required for the legal use, occupancy and operation of each Borrowing Base Property as an office building (with ground floor retail uses) have been obtained and are in full force and effect. The Borrower shall (or cause the applicable Subsidiary to) keep and maintain all material certifications, permits, licenses and approvals, in full force and effect. The use being made of each Borrowing Base Property is in material conformity with any applicable certificate of occupancy issued for such Borrowing Base Property. (d) The operation of each Borrowing Base Property by the Borrower or applicable Subsidiary does not involve a violation of (a) any Legal Requirement or (b) any building permits, restrictions of record, any agreement affecting any such property or part thereof, and any judgment, decree or order applicable to such property, except any violations that would not reasonably be expected to materially interfere with the current use and value of such Borrowing Base Property or to cause such property to no longer qualify as a Borrowing Base Property. (i) As of the Closing Date, and except as disclosed in any estoppel certificate delivered to the Administrative Agent, the rent rolls delivered pursuant to Section 5.01(d) are true, correct and complete in all material respects and the Leases referred to thereon are all valid and in full force and effect; (ii) the Leases and any Lease Back Master Leases (including modifications thereto) are in writing, and there are no oral agreements with respect thereto; (iii) the copies of each of the Leases and any Lease Back Master Leases (if any) delivered to the Administrative Agent are true, correct and complete in all material respects and have not been modified (or further modified); (iv) to the knowledge of any Credit Party, no defaults exist under any of the Leases or any Lease Back Master Leases by any party (including any guarantor) thereto that, individually or in the aggregate with respect to all such defaults that could reasonably be expected to have a (a) material adverse effect with respect to the financial condition or the operations of such Borrowing Base Property, (b) material adverse effect on the Borrowing Base Asset Value of such Borrowing Base Property, (c) material adverse effect on the ownership of such Borrowing Base Property, or that would involve more than $1,000,000 or take longer than three (3) months to repair or remediate, and, as of the Effective Date, to the knowledge of any Credit Party, no material default exists under any of the Leases; (v) no Credit Party has any knowledge of any presently effective notice of termination or notice of default given by any tenant in writing under any other Leases or any Lease Back Master Leases that individually or in the aggregate could reasonably be expected to have a (a) material adverse effect with respect to the financial condition or the operations of such Borrowing Base Property, (b) material adverse effect on the Borrowing Base Asset Value of such Borrowing Base Property, (c) material adverse effect on the ownership of such Borrowing Base Property, or that would involve more than $1,000,000 or take longer than three (3) months to repair or remediate; (vi) no Credit Party has made any presently effective assignment or pledge of any of the Leases, the rents or any interests therein except to the Administrative Agent; (vii) no tenant or other party has an option or right of first refusal to purchase all or any portion of any Borrowing Base Property, except for the rights in favor of a Subsidiary Guarantor under an Approved Ground Lease; (viii) no tenant has the right to terminate any Lease or any Lease Back Master Leases prior to expiration of the stated term of such Lease or any Lease Back Master Leases (except as a result of counterparty breach, casualty, condemnation or other customary basis of a right to terminate); and (ix) no tenant has prepaid more than one month’s rent in advance (except for bona fide security deposits and estimated payments of operating expenses, Taxes and other pass-throughs paid by tenants pursuant to their Leases or any Lease Back Master Leases not prepaid more than one month prior to the date such estimated payments are due or prepayments of rent made in the ordinary course of business). (f) No portion of any Borrowing Base Property is located in an a flood hazard area that has been identified as designated 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 Federal Emergency Management Agency or, if any portion in a flood zone, flood insurance is maintained therefor in full compliance with the provisions of the buildings on such Borrowing Base Properties are located within any such area, the Borrower or applicable Subsidiary Guarantor has obtained and will maintain through the Maturity Date the flood insurance prescribed in Section 8.5 hereof (including Schedule 8.5);Mortgage. (bg) each None of the Borrowing Base Properties and the present use and occupancy thereof are in material compliance with all zoning ordinances (without reliance upon adjoining have been affected by any fire, explosion, accident, strike, lockout or other properties)labor dispute, healthdrought, fire and building codesstorm, land use laws hail, earthquake, embargo, act of God or of the public enemy or other casualty (including those regulating parkingwhether or not covered by insurance) and Environmental Laws that has not previously been repaired or that, either individually or in the aggregate, could reasonably be expected to have a (except as disclosed on the environmental assessments delivered a) material adverse effect with respect to the Administrative Agent and accepted by financial condition or the Administrative Agent and the Requisite Lenders pursuant to this Agreement or as otherwise permitted under the definition of Eligible Property) and other Applicable Laws; (c) each of the Borrowing Base Properties is served by all utilities required for the current or contemplated use thereof; (d) all public roads and streets necessary for service of and access to each of the Borrowing Base 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) the Borrower is not aware of any material latent or patent structural or other significant deficiency of the Borrowing Base Properties; (f) each of the Borrowing Base Properties is free of damage and waste that would materially and adversely affect the value operations of such Borrowing Base Property, is in good condition and repair subject to any items set forth in any property condition report delivered to and approved by the Administrative Agent and the Requisite Lenders or as otherwise permitted under the definition of Eligible Property, and to the Borrower’s knowledge, there is no deferred maintenance other than ordinary wear and tear; (gb) each of the Borrowing Base Properties is free from damage caused by fire or other casualty that is not covered by proceeds of, or valid claims under, the insurance required by Section 8.5; (h) to the Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located material adverse effect on the Borrowing Base Properties Asset Value of such Borrowing Base Property, or (c) material adverse effect on the ownership of such Borrowing Base Property, or that would involve more than $1,000,000 or take longer than three (3) months to repair or remediate. In the event that any of the representations or warranties set forth in this Section 3.22 are (i) in a good and safe condition and repair and (ii) in material compliance with all Applicable Laws inaccurate with respect to such systems; (i) all improvements on the any Borrowing Base Properties lie within Property, it shall constitute a Default only in the boundaries and building restrictions of event that Borrower, if required by the legal descriptions of record of the Required Lenders, has not removed such Borrowing Base Properties, no improvements encroach upon easements benefiting the Borrowing Base Properties other than encroachments that do not materially adversely affect the use or occupancy of the Borrowing Base Properties and, Property in accordance with Section 9.03(b) within thirty (30) days following delivery to the Borrower’s knowledge, no improvements on adjoining properties encroach upon the Borrowing Base Properties or upon easements benefiting the Borrowing Base Properties other than encroachments that do not materially adversely affect the use or occupancy Borrower of the Borrowing Base Properties;written notice of such breach.

Borrowing Base Properties. Schedule 2 contains (a) Each Property identified by Borrower as a correct and complete list of all Borrowing Base Properties as of the Effective Date, including applicable ownership information. With respect to each Borrowing Base Property from time in the most-recent Borrowing Base Report delivered to time:Administrative Agent hereunder satisfies the criteria set forth in the definition of Borrowing Base and no Exclusion Event has occurred and is continuing with respect to any such Property. (ab) no Each Borrowing Base Property complies in all material respects with all Laws, including all subdivision and platting requirements, without reliance on any adjoining or neighboring property. (c) The Improvements comply in all material respects with all Laws regarding access and facilities for handicapped or disabled persons. (d) The Improvements have not suffered any Casualty or otherwise been damaged (ordinary wear and tear excepted) and not repaired. (e) No Borrowing Base Property is located in an area that the subject of any pending or, to any Loan Party’s knowledge, threatened Condemnation or adverse zoning proceeding. (f) No Loan Party 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 directly or the Flood Disaster Protection Act of 1973indirectly conveyed, as amendedassigned, or otherwise disposed of, or transferred (or agreed to do so) any successor law ordevelopment rights, if air rights, or other similar rights, privileges, or attributes with respect to any portion of the buildings on such Borrowing Base Properties are located within Properties, including those arising under any such area, the Borrower zoning or applicable Subsidiary Guarantor has obtained and will maintain through the Maturity Date the flood insurance prescribed in Section 8.5 hereof (including Schedule 8.5);property use ordinance or other Law. (bg) each All utility services necessary for the use of the Borrowing Base Properties and the present use Improvements and occupancy the operation thereof for their intended purpose are available at the Borrowing Base Property. (h) No Loan Party has made any contract or arrangement of any kind the performance of which by the other party thereto would give rise to Liens on the Borrowing Base Properties. (i) No Borrowing Base Property is part of a larger tract of Property owned by any Loan Party or otherwise included under any unity of title or similar covenant with other Property not owned by a Loan Party and each Borrowing Base Property constitutes a separate tax lot or lots with a separate tax assessment or assessments for such Borrowing Base Property and the Improvements thereon, independent of those for any other Property or improvements. (j) The Property Plans for each Borrowing Base Property have been approved by all applicable Governmental Authorities and comply in all material compliance respects with all zoning ordinances (without reliance upon adjoining or other properties)applicable Laws, healthrestrictive covenants, fire rules 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 and accepted by the Administrative Agent and the Requisite Lenders pursuant to this Agreement or as otherwise permitted under the definition of Eligible Property) and other Applicable Laws;regulations. (ck) each The current and anticipated use of the Borrowing Base Properties is served by complies in all utilities required for the current or contemplated use thereof; (d) material respects with all public roads applicable zoning ordinances, regulations, and streets necessary for service of and access to each of restrictive covenants affecting the Borrowing Base Properties for without the current existence of any variance, non-complying use, nonconforming use, or contemplated other special exception, all use thereof restrictions of any Governmental Authority having jurisdiction have been completedsatisfied in all material respects, and are open for use by the public, or appropriate insured private easements are in place; (e) the Borrower is not aware no violation of any material latent Law or patent structural or other significant deficiency of the Borrowing Base Properties; (f) each of the Borrowing Base Properties is free of damage and waste that would materially and adversely affect the value of such Borrowing Base Property, is in good condition and repair subject to any items set forth in any property condition report delivered to and approved by the Administrative Agent and the Requisite Lenders or as otherwise permitted under the definition of Eligible Property, and to the Borrower’s knowledge, there is no deferred maintenance other than ordinary wear and tear; (g) each of the Borrowing Base Properties is free from damage caused by fire or other casualty that is not covered by proceeds of, or valid claims under, the insurance required by Section 8.5; (h) to the Borrower’s knowledge, all liquid and solid waste disposal, septic and sewer systems located on the Borrowing Base Properties are (i) in a good and safe condition and repair and (ii) in material compliance with all Applicable Laws regulation exists with respect to such systems; (i) all improvements on the Borrowing Base Properties lie within the boundaries and building restrictions of the legal descriptions of record of the Borrowing Base Properties, no improvements encroach upon easements benefiting the Borrowing Base Properties other than encroachments that do not materially adversely affect the use or occupancy of the Borrowing Base Properties and, to the Borrower’s knowledge, no improvements on adjoining properties encroach upon the Borrowing Base Properties or upon easements benefiting the Borrowing Base Properties other than encroachments that do not materially adversely affect the use or occupancy of the Borrowing Base Properties;thereto.