Common use of Collateral Asset Clause in Contracts

Collateral Asset. (a) Each of the representations and warranties made by each Loan Party in its Security Documents with respect to the Collateral Asset is true and correct in all material respects. (b) Except as disclosed on the survey provided to the Administrative Agent pursuant to Section 4.1(xiv) of this Agreement, the Collateral Asset 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 located within any such area, Owner has obtained and will maintain through the Facility Termination Date the insurance prescribed in Section 4.1(xviii) hereof. (c) To the Borrower's knowledge, the Collateral Asset and the present use and occupancy thereof are in material compliance with all applicable zoning ordinances (without reliance upon adjoining or other properties), building codes, land use and Environmental Laws, and other similar laws ("Applicable Laws"). (d) The Collateral Asset is served by all utilities required for the current or contemplated use thereof. The Collateral Asset has accepted or is equipped to accept such utility service. (e) All public roads and streets necessary for service of and access to the Collateral Asset for the current or contemplated use thereof have been completed, and are open for use by the public. (f) The Collateral Asset is served by public water and sewer systems or, if the Collateral Asset is not serviced by a public water and sewer system, the alternate systems are 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 such alternate systems. (g) Except as may be disclosed in the reports delivered to Administrative Agent pursuant to Section 4.1 hereof, Borrower is not aware of any latent or patent structural or other significant deficiency of the Collateral Asset. The Collateral Asset is free of damage and waste that would materially and adversely affect the value of the Collateral Asset, is in good repair and there is no deferred maintenance other than ordinary wear and tear. The Collateral Asset is free from damage caused by fire or other casualty. There is no pending or, to the actual knowledge of Borrower, threatened condemnation proceedings affecting the Collateral Asset, or any material part thereof. (h) To Borrower's knowledge, except as may be disclosed in the reports delivered to Administrative Agent pursuant to Section 4.1 hereof, all liquid and solid waste disposal, septic and sewer systems located on the Collateral Asset are in a good and safe condition and repair and to Borrower's knowledge, in material compliance with all Applicable Laws with respect to such systems. (i) All improvements on the Collateral Asset lie within the boundaries and building restrictions of the legal description of record of Collateral Asset, no improvements encroach upon easements benefiting the Collateral Asset other than encroachments that do not materially adversely affect the use or occupancy of the Collateral Asset and no improvements on adjoining properties encroach upon the Collateral Asset or easements benefiting the Collateral Asset other than encroachments that do not materially adversely affect the use or occupancy of the Collateral Asset. The Collateral Asset is served by roads which are located either on permanent easements that benefit all or part of the Collateral Asset or on public property and the Collateral Asset has access to, by virtue of such easements or otherwise, and is contiguous to a physically open, dedicated all weather public street, and has the necessary permits for ingress and egress. (j) There are no delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the Collateral Asset except to the extent such items are being contested in good faith and as to which adequate reserves have been provided. Borrower agrees that all of its representations and warranties set forth in Article V of this Agreement and elsewhere in this Agreement are true on the Agreement Effective Date in all material respects, and will be true in all material respects (except with respect to matters which have been disclosed in writing to and approved by the Required Lenders) upon each request for the continuation or conversion of an Advance. Each request for such a continuation or conversion hereunder shall constitute a reaffirmation of such representations and warranties as deemed modified in accordance with the disclosures made and approved, as aforesaid, as of the date of such continuation and conversion.

Collateral Asset. (a) Each of To the representations Borrower’s Knowledge and warranties made by each Loan Party in its Security Documents with respect to the Collateral Asset is true and correct in all material respects. (b) Except except as disclosed on the survey provided to the Administrative Agent Lender pursuant to Section 4.1(xiv) of this Agreement, no buildings at the Collateral Asset is not are 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 located within any such area, Owner Borrower has obtained and will maintain through the Facility Termination Maturity Date the insurance prescribed in Section 4.1(xviii4.1(xvi) hereof. (cb) To the Borrower's knowledge’s Knowledge as except as disclosed to Lender in the PCIA, as of the Agreement Execution Date, the Collateral Asset and the present use and occupancy thereof are in material compliance with all applicable zoning ordinances (without reliance upon adjoining or other properties), building codes, land use and Environmental Laws, and other similar laws ("“Applicable Laws"”). (dc) The To the Borrower’s Knowledge, the Collateral Asset is served by all utilities required for the current or contemplated use thereof. The Collateral Asset has accepted or is equipped to accept such utility service. (ed) All To the Borrower’s Knowledge, all public roads and streets necessary for service of and access to the Collateral Asset for the current or contemplated use thereof have been completed, and are open for use by the public. (fe) The To the Borrower’s Knowledge, the Collateral Asset is served by public water and sewer systems or, if the Collateral Asset is not serviced by a public water and sewer system, the alternate systems are 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 such alternate systems. (gf) Except To the Borrower’s Knowledge and except as may be disclosed in the reports delivered to Administrative Agent Lender pursuant to Section 4.1 hereof, as of the Agreement Execution Date, (i) Borrower is not aware of any latent or patent structural or other significant deficiency of the Collateral Asset. The , (ii) the Collateral Asset is free of damage and waste that would materially and adversely affect the value of the Collateral Asset, is in good repair and there is no deferred maintenance other than ordinary wear and tear. The , (iii) the Collateral Asset is free from damage caused by fire or other casualty. There casualty and (iv) there is no pending or, to the actual knowledge Knowledge of Borrower, threatened condemnation proceedings affecting the Collateral Asset, or any material part thereof. (hg) To Borrower's knowledge’s Knowledge, except as may be disclosed in the reports delivered to Administrative Agent Lender pursuant to Section 4.1 hereof, all liquid and solid waste disposal, septic and sewer systems located on the Collateral Asset are in a good and safe condition and repair and to Borrower's knowledge’s Knowledge, in material compliance with all Applicable Laws with respect to such systems. (h) To the Borrower’s Knowledge and except as shown on the survey delivered pursuant to Section 4.1 above, as of the Agreement Execution Date, (i) All all improvements on the Collateral Asset lie within the boundaries and building restrictions of the legal description of record of Collateral Asset, no improvements encroach upon easements benefiting the Collateral Asset other than encroachments that do not materially adversely affect the use or occupancy of the Collateral Asset and no improvements on adjoining properties encroach upon the Collateral Asset or easements benefiting the Collateral Asset other than encroachments that do not materially adversely affect the use or occupancy of the Collateral Asset. The Asset and (ii) the Collateral Asset is served by roads which are located either on permanent easements that benefit all or part of the Collateral Asset or on public property and the Collateral Asset has access to, by virtue of such easements or otherwise, and is contiguous to a physically open, dedicated all weather public street, and has the necessary permits for ingress and egress. (ji) There To the Borrower’s Knowledge, there are no delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the Collateral Asset except to the extent such items are being contested in good faith and as to which adequate reserves have been provided. Borrower agrees that all of its representations and warranties set forth in Article V of this Agreement and elsewhere in this Agreement are true on the Agreement Effective Date in all material respects, and will be true in all material respects (except with respect to matters which have been disclosed in writing to and approved by the Required Lenders) upon each request for the continuation or conversion of an Advance. Each request for such a continuation or conversion hereunder shall constitute a reaffirmation of such representations and warranties as deemed modified in accordance with the disclosures made and approved, as aforesaid, as of the date of such continuation and conversion.

Collateral Asset. (a) Each of the representations and warranties made by each Loan Party in its Security Documents with respect to the Collateral Asset is true and correct in all material respects. (b) Except as disclosed on the survey provided to the Administrative Agent pursuant to Section 4.1(xiv) of this Agreement, the Collateral Asset 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 located within any such area, Owner has obtained and will maintain through the Facility Termination Date the insurance prescribed in Section 4.1(xviii) hereof. (c) To Except as may be disclosed in that certain Phase I Environmental Site Assessment of Dayton Mall prepared by Nova Consulting Group, Inc. dated May 2, 2012, or in that certain Property Condition Report prepared by Nova Consulting Group, Inc. dated April 27, 2012, (copies of which reports have been provided to Administrative Agent), to the Borrower's ’s knowledge, the Collateral Asset and the present use and occupancy thereof are in material compliance with all applicable zoning ordinances (without reliance upon adjoining or other properties), building codes, land use and Environmental Laws, and other similar laws ("“Applicable Laws"”). (d) The Collateral Asset is served by all utilities required for the current or contemplated use thereof. The Collateral Asset has accepted or is equipped to accept such utility service. (e) All public roads and streets necessary for service of and access to the Collateral Asset for the current or contemplated use thereof have been completed, and are open for use by the public. (f) The Collateral Asset is served by public water and sewer systems or, if the Collateral Asset is not serviced by a public water and sewer system, the alternate systems are 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 such alternate systems. (g) Except as may be disclosed in the reports delivered to Administrative Agent pursuant to Section 4.1 hereof, Borrower is not aware of any latent or patent structural or other significant deficiency of the Collateral Asset. The Collateral Asset is free of damage and waste that would materially and adversely affect the value of the Collateral Asset, is in good repair and there is no deferred maintenance other than ordinary wear and tear. The Collateral Asset is free from damage caused by fire or other casualty. There is no pending or, to the actual knowledge of Borrower, threatened condemnation proceedings affecting the Collateral Asset, or any material part thereof. (h) To Borrower's ’s knowledge, except as may be disclosed in the reports delivered to Administrative Agent pursuant to Section 4.1 hereof, all liquid and solid waste disposal, septic and sewer systems located on the Collateral Asset are in a good and safe condition and repair and to Borrower's ’s knowledge, in material compliance with all Applicable Laws with respect to such systems. (i) All improvements on the Collateral Asset lie within the boundaries and building restrictions of the legal description of record of Collateral Asset, no improvements encroach upon easements benefiting the Collateral Asset other than encroachments that do not materially adversely affect the use or occupancy of the Collateral Asset and no improvements on adjoining properties encroach upon the Collateral Asset or easements benefiting the Collateral Asset other than encroachments that do not materially adversely affect the use or occupancy of the Collateral Asset. The Collateral Asset is served by roads which are located either on permanent easements that benefit all or part of the Collateral Asset or on public property and the Collateral Asset has access to, by virtue of such easements or otherwise, and is contiguous to a physically open, dedicated all weather public street, and has the necessary permits for ingress and egress. (j) There are no delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the Collateral Asset except to the extent such items are being contested in good faith and as to which adequate reserves have been provided. (k) The Collateral Assignment of Interests creates a valid first priority security interest in the Pledged Equity Interests, subject only to Permitted Liens. Borrower agrees that all of its representations and warranties set forth in Article V of this Agreement and elsewhere in this Agreement are true on the Agreement Effective Date in all material respects, and will be true in all material respects (except with respect to matters which have been disclosed in writing to and approved by the Required Lenders) upon each request for the continuation or conversion of an Advance. Each request for such a continuation or conversion hereunder shall constitute a reaffirmation of such representations and warranties as deemed modified in accordance with the disclosures made and approved, as aforesaid, as of the date of such continuation and conversion.

Collateral Asset. (a) Each of the representations and warranties made by each Loan Party in its Security Documents with respect to the Collateral Asset is true and correct in all material respects. (b) Except as disclosed on the survey provided to the Administrative Agent pursuant to Section 4.1(xiv) of this Agreement, the Collateral Asset 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 located within any such area, Owner has obtained and will maintain through the Facility Termination Date the insurance prescribed in Section 4.1(xviii4.1(xix) hereof. (c) To Except as may be disclosed in that certain Phase I Environmental Site Assessment of University Park Village prepared by Xxxxxx, LLC dated December 21, 2012, or in that certain Property Condition Assessment Report prepared by Xxxxxx, LLC dated December 21, 2012, (copies of which reports have been provided to Administrative Agent), to the Borrower's knowledge, the Collateral Asset and the present use and occupancy thereof are in material compliance with all applicable zoning ordinances (without reliance upon adjoining or other properties), building codes, land use and Environmental Laws, and other similar laws ("“Applicable Laws"”). (d) The Collateral Asset is served by all utilities required for the current or contemplated use thereof. The Collateral Asset has accepted or is equipped to accept such utility service. (e) All public roads and streets necessary for service of and access to the Collateral Asset for the current or contemplated use thereof have been completed, and are open for use by the public. (f) The Collateral Asset is served by public water and sewer systems or, if the Collateral Asset is not serviced by a public water and sewer system, the alternate systems are 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 such alternate systems. (g) Except as may be disclosed in the reports delivered to Administrative Agent pursuant to Section 4.1 hereof, Borrower is not aware of any latent or patent structural or other significant deficiency of the Collateral Asset. The Collateral Asset is free of damage and waste that would materially and adversely affect the value of the Collateral Asset, is in good repair and there is no deferred maintenance other than ordinary wear and tear. The Collateral Asset is free from damage caused by fire or other casualty. There is no pending or, to the actual knowledge of Borrower, threatened condemnation proceedings affecting the Collateral Asset, or any material part thereof. (h) To Borrower's knowledge, except as may be disclosed in the reports delivered to Administrative Agent pursuant to Section 4.1 hereof, all liquid and solid waste disposal, septic and sewer systems located on the Collateral Asset are in a good and safe condition and repair and to Borrower's knowledge, in material compliance with all Applicable Laws with respect to such systems. (i) All improvements on the Collateral Asset lie within the boundaries and building restrictions of the legal description of record of Collateral Asset, no improvements encroach upon easements benefiting the Collateral Asset other than encroachments that do not materially adversely affect the use or occupancy of the Collateral Asset and no improvements on adjoining properties encroach upon the Collateral Asset or easements benefiting the Collateral Asset other than encroachments that do not materially adversely affect the use or occupancy of the Collateral Asset. The Collateral Asset is served by roads which are located either on permanent easements that benefit all or part of the Collateral Asset or on public property and the Collateral Asset has access to, by virtue of such easements or otherwise, and is contiguous to a physically open, dedicated all weather public street, and has the necessary permits for ingress and egress. (j) There are no delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the Collateral Asset except to the extent such items are being contested in good faith and as to which adequate reserves have been provided. (k) The Collateral Assignment of Interests creates a valid first priority security interest in the Pledged Equity Interests, subject only to Permitted Liens. Borrower agrees that all of its representations and warranties set forth in Article V of this Agreement and elsewhere in this Agreement are true on the Agreement Effective Date in all material respects, and will be true in all material respects (except with respect to matters which have been disclosed in writing to and approved by the Required Lenders) upon each request for the continuation or conversion of an Advance. Each request for such a continuation or conversion hereunder shall constitute a reaffirmation of such representations and warranties as deemed modified in accordance with the disclosures made and approved, as aforesaid, as of the date of such continuation and conversion.

Collateral Asset. (a) Each of the representations and warranties made by each Loan Party in its Security Documents with respect to the Collateral Asset is true and correct in all material respects. (b) Except as disclosed on the survey provided to the Administrative Agent pursuant to Section 4.1(xiv) of this Agreement, the Collateral Asset 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 located within any such area, Owner has obtained and will maintain through the Facility Termination Date the insurance prescribed in Section 4.1(xviii) hereof. (c) To Except as may be disclosed in that certain Phase I Environmental Site Assessment of Leawood Town Center Plaza prepared by EBI Consulting, dated August 9, 2011, or in that certain Property Condition Report prepared by EBI Consulting, dated August 8, 2011, (copies of which reports have been provided to Administrative Agent), to the Borrower's ’s knowledge, the Collateral Asset and the present use and occupancy thereof are in material compliance with all applicable zoning ordinances (without reliance upon adjoining or other properties), building codes, land use and Environmental Laws, and other similar laws ("“Applicable Laws"”). (d) The Collateral Asset is served by all utilities required for the current or contemplated use thereof. The Collateral Asset has accepted or is equipped to accept such utility service. (e) All public roads and streets necessary for service of and access to the Collateral Asset for the current or contemplated use thereof have been completed, and are open for use by the public. (f) The Collateral Asset is served by public water and sewer systems or, if the Collateral Asset is not serviced by a public water and sewer system, the alternate systems are 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 such alternate systems. (g) Except as may be disclosed in the reports delivered to Administrative Agent pursuant to Section 4.1 hereof, Borrower is not aware of any latent or patent structural or other significant deficiency of the Collateral Asset. The Collateral Asset is free of damage and waste that would materially and adversely affect the value of the Collateral Asset, is in good repair and there is no deferred maintenance other than ordinary wear and tear. The Collateral Asset is free from damage caused by fire or other casualty. There is no pending or, to the actual knowledge of Borrower, threatened condemnation proceedings affecting the Collateral Asset, or any material part thereof. (h) To Borrower's ’s knowledge, except as may be disclosed in the reports delivered to Administrative Agent pursuant to Section 4.1 hereof, all liquid and solid waste disposal, septic and sewer systems located on the Collateral Asset are in a good and safe condition and repair and to Borrower's ’s knowledge, in material compliance with all Applicable Laws with respect to such systems. (i) All improvements on the Collateral Asset lie within the boundaries and building restrictions of the legal description of record of Collateral Asset, no improvements encroach upon easements benefiting the Collateral Asset other than encroachments that do not materially adversely affect the use or occupancy of the Collateral Asset and no improvements on adjoining properties encroach upon the Collateral Asset or easements benefiting the Collateral Asset other than encroachments that do not materially adversely affect the use or occupancy of the Collateral Asset. The Collateral Asset is served by roads which are located either on permanent easements that benefit all or part of the Collateral Asset or on public property and the Collateral Asset has access to, by virtue of such easements or otherwise, and is contiguous to a physically open, dedicated all weather public street, and has the necessary permits for ingress and egress. (j) There are no delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the Collateral Asset except to the extent such items are being contested in good faith and as to which adequate reserves have been provided. (k) The Collateral Assignment of Interests creates a valid first priority security interest in the Pledged Equity Interests, subject only to Permitted Liens. Borrower agrees that all of its representations and warranties set forth in Article V of this Agreement and elsewhere in this Agreement are true on the Agreement Effective Date in all material respects, and will be true in all material respects (except with respect to matters which have been disclosed in writing to and approved by the Required Lenders) upon each request for the continuation or conversion of an Advance. Each request for such a continuation or conversion hereunder shall constitute a reaffirmation of such representations and warranties as deemed modified in accordance with the disclosures made and approved, as aforesaid, as of the date of such continuation and conversion.

Collateral Asset. (a) Each of the representations and warranties made by each Loan Party in its Security Documents with respect to the Collateral Asset is true and correct in all material respects. (b) Except as disclosed on the survey provided to the Administrative Agent pursuant to Section 4.1(xiv) of this Agreement, no buildings at the Collateral Asset is not are 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 located within any such area, Owner Borrower has obtained and will maintain through the Facility Termination Maturity Date the insurance prescribed in Section 4.1(xviii4.1(xvi) hereof. (cb) To the Borrower's knowledge’s Knowledge, as of the Agreement Execution Date, the Collateral Asset and the present use and occupancy thereof are in material compliance with all applicable zoning ordinances (without reliance upon adjoining or other properties), building codes, land use and Environmental Laws, and other similar laws ("“Applicable Laws"”). (dc) The Collateral Asset is served by all utilities required for the current or contemplated use thereof. The Collateral Asset has accepted or is equipped to accept such utility service. (ed) All public roads and streets necessary for service of and access to the Collateral Asset for the current or contemplated use thereof have been completed, and are open for use by the public. (fe) The Collateral Asset is served by public water and sewer systems or, if the Collateral Asset is not serviced by a public water and sewer system, the alternate systems are 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 such alternate systems. (gf) Except as may be disclosed in the reports delivered to Administrative Agent pursuant to Section 4.1 hereof, as of the Agreement Execution Date, (i) Borrower is not aware of any latent or patent structural or other significant deficiency of the Collateral Asset. The , (ii) the Collateral Asset is free of damage and waste that would materially and adversely affect the value of the Collateral Asset, is in good repair and there is no deferred maintenance other than ordinary wear and tear. The , (iii) the Collateral Asset is free from damage caused by fire or other casualty. There casualty and (iv) there is no pending or, to the actual knowledge Knowledge of Borrower, threatened condemnation proceedings affecting the Collateral Asset, or any material part thereof. (hg) To Borrower's knowledge’s Knowledge, except as may be disclosed in the reports delivered to Administrative Agent pursuant to Section 4.1 hereof, all liquid and solid waste disposal, septic and sewer systems located on the Collateral Asset are in a good and safe condition and repair and to Borrower's knowledge’s Knowledge, in material compliance with all Applicable Laws with respect to such systems. (h) Except as shown on the survey delivered pursuant to Section 4.1 above, as of the Agreement Execution Date, (i) All all improvements on the Collateral Asset lie within the boundaries and building restrictions of the legal description of record of Collateral Asset, no improvements encroach upon easements benefiting the Collateral Asset other than encroachments that do not materially adversely affect the use or occupancy of the Collateral Asset and no improvements on adjoining properties encroach upon the Collateral Asset or easements benefiting the Collateral Asset other than encroachments that do not materially adversely affect the use or occupancy of the Collateral Asset. The Asset and (ii) the Collateral Asset is served by roads which are located either on permanent easements that benefit all or part of the Collateral Asset or on public property and the Collateral Asset has access to, by virtue of such easements or otherwise, and is contiguous to a physically open, dedicated all weather public street, and has the necessary permits for ingress and egress. (ji) There are no delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the Collateral Asset except to the extent such items are being contested in good faith and as to which adequate reserves have been provided. Borrower agrees that all of its representations and warranties set forth in Article V of this Agreement and elsewhere in this Agreement are true on the Agreement Effective Date in all material respects, and will be true in all material respects (except with respect to matters which have been disclosed in writing to and approved by the Required Lenders) upon each request for the continuation or conversion of an Advance. Each request for such a continuation or conversion hereunder shall constitute a reaffirmation of such representations and warranties as deemed modified in accordance with the disclosures made and approved, as aforesaid, as of the date of such continuation and conversion.