Common use of Material Adverse Effect Clause in Contracts

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) or results of operations of Parent Company and its Subsidiaries considered as a whole; (b) the ability of the Borrower or any Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunder.

Material Adverse Effect. A material adverse effect on (a) the businessAssets, propertiesthe Business, assetsthe operations, condition (financial or otherwise) or results of operations of Parent Company and its Subsidiaries considered the Systems taken as a whole; (b) , or on the ability of the Borrower or any Guarantor Seller to perform any of its material obligations under this Agreement, but without taking into account any effect resulting from (i) changes in conditions (including economic conditions, changes in FCC regulations or federal governmental actions, legislation or regulations) that are applicable to the Loan Documents; economy or the cable television industry on a national basis, (ii) any changes in technology affecting the Business, or (ciii) any competition from the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunderdirect broadcast satellite industry.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) ), prospects or results of operations of Parent Company REIT and its Subsidiaries considered Subsidiaries, taken as a whole; (b) the ability of the Borrower or any Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the creation, perfection and priority of any Liens of the Agent in the Collateral; or (d) the rights or remedies of the Agent or the Lenders thereunderunder any of the Loan Documents.

Material Adverse Effect. A occurrence or existence of a condition or event which would have a material adverse effect on (ai) the business, propertiesprofits, assetsoperations or financial condition of Borrower, condition (financial or otherwise) or results of operations of Parent Company and its Subsidiaries considered as a whole; (bii) the ability of the Borrower or to pay any Guarantor to perform any of its material obligations amounts under the Loan Documents; Documents as they become due or (ciii) the validity or enforceability of any value of the Loan Documents or the rights or remedies of Agent or the Lenders thereunderProperty.

Material Adverse Effect. A occurrence or existence of a condition or event which would have a material adverse effect on (ai) the business, propertiesprofits, assetsoperations or financial condition of Borrower or Owner, condition (financial or otherwise) or results of operations of Parent Company and its Subsidiaries considered as a whole; (bii) the ability of the Borrower or to pay any Guarantor to perform any of its material obligations amounts under the Loan Documents; Documents as they become due or (ciii) the validity or enforceability of any value of the Loan Documents Property or the rights or remedies of Agent or the Lenders thereunderCollateral.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, financial condition (financial or otherwise) or results of operations of Parent Company Parent, the Borrower and its Subsidiaries considered their respective Subsidiaries, taken as a whole; (b) the ability of the Borrower or any Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents Documents; or (d) the rights or remedies of Agent or the Lenders thereunderunder the Loan Documents.

Material Adverse Effect. A material materially adverse effect on (a) the business, propertiesassets, assetsliabilities, condition (financial or otherwise) ), or results of operations of Parent Company and its Subsidiaries considered the Loan Parties taken as a whole; , (b) the ability of the Borrower or any Guarantor Loan Party to perform any of its material obligations under the Loan Documents; or , (c) the validity or enforceability of any of the Loan Documents Documents, or (d) the rights, benefits or interests of Lenders and Agent in and to this Agreement, any other Loan Document or the rights or remedies of Agent or the Lenders thereunderCollateral.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) ), prospects or results of operations of Parent Company REIT and its Subsidiaries considered Subsidiaries, taken as a whole; (b) the ability of the Borrower or any Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the creation, perfection and priority of any Liens of the Agent in the Collateral; or (d) the rights or remedies of the Agent or the Lenders thereunder.

Material Adverse Effect. A (i) a material adverse effect on (a) upon the business, propertiesoperations, assets, Property or financial condition of any Borrower or (financial or otherwiseii) or results a material impairment of operations of Parent Company and its Subsidiaries considered as a whole; (b) the ability of the Borrower or any Guarantor Obligor to perform any of its material obligations under the any Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunderInstrument to which it is a party.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) or results of operations of Parent Company REIT, the Borrower and its their respective Subsidiaries considered as a whole; (b) the ability of REIT, the Borrower or any Subsidiary Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the creation, perfection and priority of any Liens of Agent in the Collateral; or (d) the rights or remedies of Agent or the Lenders thereunder.

Material Adverse Effect. A material materially adverse effect on (a) the business, propertiesassets, assetsliabilities, condition (financial or otherwise) ), or results of operations of Parent Company and its Subsidiaries considered as a whole; the Loan Parties, (b) the ability of the Borrower or any Guarantor Loan Party to perform any of its material obligations under the Loan Documents; or Documents to which it is a party, (c) the validity or enforceability of any of the Loan Documents Documents, or (d) the rights, benefits or interests of Lenders, LC Issuer and Agent in and to this Agreement, any other Loan Document or the rights or remedies of Agent or the Lenders thereunderCollateral.

Material Adverse Effect. A material adverse effect on (ai) any of the Real Estate, (ii) the business, properties, assets, condition (financial or otherwise) or results of operations or financial condition of Parent Company the Borrower and its Subsidiaries considered the Related Companies taken as a whole; , (biii) the ability of the Borrower or any Guarantor to perform any of its material obligations under the Loan Documents; , or (civ) the validity or enforceability of any of the Loan Documents or the remedies or material rights or remedies of the Agent or the Lenders thereunder.

Material Adverse Effect. A Any material adverse effect on (ai) the business, properties, assets, operations or financial condition (financial or otherwise) or results of operations of Parent Company Borrower and its Subsidiaries considered subsidiaries, taken as a whole; , (bii) the Borrower's ability of to pay the Borrower or any Guarantor to perform any of its material obligations under Obligations in accordance with the Loan Documents; terms thereof, or (ciii) the validity Collateral or enforceability of any of Lender's security interest in the Loan Documents Collateral or the rights or remedies priority of Agent or the Lenders thereundersuch security interest.

Material Adverse Effect. A material adverse effect on (a) the businessability of any Borrower to enter into and to perform and observe its Obligations under the Loan Documents, (b) the assets, properties, assetsbusiness, operations and condition (financial or otherwise) or results of operations of Parent the Company and its Subsidiaries considered taken as a whole; (b) the ability of the Borrower or any Guarantor to perform any of its material obligations under the Loan Documents; whole or (c) the validity or enforceability rights and remedies of the Administrative Agent and the Banks under any of the Loan Documents or the rights validity or remedies enforceability of Agent or the Lenders thereunderLoan Documents.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) ), prospects or results of operations of Parent Company REIT and its Subsidiaries considered Subsidiaries, taken as a whole; (b) the ability of the Borrower or any Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the creation, perfection and priority of any Liens of the Agent in the Collateral; or (d) the rights or remedies of the Agent or the Lenders thereunder.

Material Adverse Effect. A material An adverse effect on (a) the business, properties, assets, condition (financial or otherwise) or results of operations of Parent Company and its Subsidiaries considered as a whole; (b) the ability of the Borrower or any Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of this Agreement or any of the other Loan Documents in any material respect, (b) an adverse effect on the condition (financial or other), business, results of operations, prospects or properties of the rights Borrower and its Subsidiaries, taken as a whole, in any material respect or remedies (c) an impairment of Agent the ability of the Companies to fulfill their obligations under this Agreement or the Lenders thereunderany other Loan Document to which any Company is a party, in any material respect.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, financial condition (financial or otherwise) or results of operations of Parent Company REIT, Borrower and its Subsidiaries considered as a whole; (b) the ability of Borrower, REIT, the Borrower or any Guarantor Subsidiary Guarantors and the Unencumbered Property Subsidiaries, taken as a whole, to perform any of its their material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunder.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) or results of operations of Parent Company the Borrower and its Subsidiaries considered as a whole; (b) the ability of the Borrower or any Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents Documents; or (d) the rights or remedies of Agent or the Lenders thereunder.

Material Adverse Effect. A Any material adverse effect on (a) the business, propertiesaffairs, operations, assets, condition properties, rights, Liabilities, conditions (financial or otherwise), or prospects (financial or otherwise) of a Party or results of operations of Parent Company and its Subsidiaries considered as a whole; (b) the ability of any Party to consummate the Borrower or any Guarantor to perform any transactions contemplated by this Agreement, regardless of its whether such material obligations under adverse effect arises in the Loan Documents; or (c) the validity or enforceability ordinary course of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunderbusiness.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, financial condition (financial or otherwise) or results of operations of Parent Company and its Subsidiaries the Consolidated Group considered as a whole; (b) the ability of the Borrower or any and each Guarantor (taken as a whole) to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the material Loan Documents or the material rights or remedies of Agent or the Lenders thereunder.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) or results of operations of Parent Company REIT, Borrower and its Subsidiaries considered as a whole; (b) the ability of the Borrower Borrower, REIT or any Subsidiary Guarantor which directly or indirectly owns an asset included in the calculation of the Unencumbered Asset Value to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunder.

Material Adverse Effect. A material adverse effect on (a) the businessbusiness activities, properties, assets, financial condition (financial or otherwise) or results of operations of Parent Company RPB, the Borrower and its Subsidiaries considered as a whole, individually or in the aggregate with other events in excess of $10,000,000.00 of value; (b) the ability of the Borrower or any Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunder.

Material Adverse Effect. A material adverse effect on (a) the businessability of the Borrower to enter into and to perform and observe its Obligations under the Loan Documents, or (b) the assets, properties, assetsbusiness, operations and condition (financial or otherwise) or results of operations of Parent Company the Borrower and its Subsidiaries considered taken as a whole; (b) the ability of the Borrower or any Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunder.

Material Adverse Effect. A material adverse effect on (a) the businessability of any Borrower to enter into and to perform and observe its Obligations under the Loan Documents, or (b) the assets, properties, assetsbusiness, operations and condition (financial or otherwise) or results of operations of Parent the Company and its Subsidiaries considered taken as a whole; (b) the ability of the Borrower or any Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunder.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) or results of operations of Parent Company Borrower and its Subsidiaries considered as a whole; (b) the ability of the Borrower or any Guarantor Guarantor, if any, to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunder.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, operations, or financial condition (financial or otherwise) or results of operations of Parent Company the Borrower and its the Subsidiaries considered taken as a whole; , (b) the ability of the Borrower or any the Guarantor to perform any of its material obligations under the any Loan Documents; Document to which it is a party, or (c) the validity or enforceability of any of the Loan Documents or the rights of, or remedies of or benefits available to, the Administrative Agent or the Lenders thereunderany Bank under any Loan Document. Maturity Date. June 22, 2013.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, financial condition (financial or otherwise) or results of operations of Parent Company Borrower and its Subsidiaries in each case considered as a whole; (b) the ability of the Parent Borrower or and any Guarantor Subsidiary Credit Party (taken as a whole) to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the material Loan Documents or the material rights or remedies of Agent or the Lenders thereunder.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, financial condition (financial or otherwise) or results of operations of Parent Company and its Subsidiaries the Consolidated Group considered as a whole; (b) the ability of the Loan Parties and Borrower or any Guarantor Subsidiaries (taken as a whole) to perform any of its their material obligations obligations, respectively as applicable, under the Loan DocumentsDocuments (including, without limitation, with respect to matters relating to Borrower Subsidiaries); or (c) the validity or enforceability of any of the material Loan Documents or the material rights or remedies of Agent or the Lenders thereunder.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, financial condition (financial or otherwise) or results of operations of Parent Company REIT, Borrower and its Subsidiaries considered as a whole; (b) the ability of the Borrower Borrower, REIT or any Subsidiary Guarantor which directly or indirectly owns an asset included in the calculation of the Unencumbered Asset Value to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the material rights or remedies of Agent or the Lenders thereunder.

Material Adverse Effect. A a material adverse effect on (a) the business, propertiesfinancial condition, assetsoperation, condition (financial performance or otherwise) or results properties of operations of Parent Company Borrowers and its their Subsidiaries considered taken as a whole; , (bii) a material adverse effect on the ability rights and remedies of the Borrower Agent or any Guarantor to perform any of its material obligations Lenders under the Loan Documents; , or (ciii) the validity material impairment of the ability of Borrowers or enforceability of any of the their Subsidiaries to perform their obligations hereunder or under any Loan Documents or the rights or remedies of Agent or the Lenders thereunderDocument.

Material Adverse Effect. A material Any materially adverse effect on (a) the business, properties, assets, condition (financial or otherwise) with respect to the properties, assets, business, affairs, operations, or results of operations of Parent Company and its Subsidiaries considered as a whole; (b) the Borrower or material impairment of the ability of the Borrower or any Guarantor to perform any of its material business as currently conducted or as proposed to be conducted or its obligations hereunder or under the Loan Documents; or (c) the validity or enforceability of any of the other Loan Documents or the rights or remedies of Agent or the Lenders thereunderDocuments.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) or results of operations of Parent Company and its Subsidiaries considered as a whole; (b) the ability of the any Borrower or any Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunder.

Material Adverse Effect. A material adverse When used in connection with the Company, or Parent or any of its subsidiaries, as the case may be, the term "MATERIAL ADVERSE EFFECT" means any change, effect on or circumstance that (a) is ------------------------ or is reasonably likely to be materially adverse to the business, propertiesassets (including intangible assets), assets, financial condition (financial or otherwise) or results of operations of the Company or Parent Company and its Subsidiaries considered subsidiaries, as a whole; the case may be, or (b) is delaying or preventing the ability consummation of the Borrower or any Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereundertransactions contemplated hereby.

Material Adverse Effect. A (i) a material adverse effect on (a) upon the business, properties, assets, operations or financial condition (financial or otherwise) or results of operations of Parent Company Borrower and its Subsidiaries Guarantor considered as a whole; whole or upon the validity, enforceability or priority of the Security Interests or (bii) a material impairment of the ability of the Borrower or any and Guarantor considered as a whole to perform any of its material their obligations under the Loan Documents; Documents or (c) the validity of Lender to enforce, against Borrower or enforceability of Guarantor, or to collect, any of the Loan Documents Borrower's Obligations or the rights or remedies of Agent or the Lenders thereunderGuarantor's Obligations.

Material Adverse Effect. A material adverse change in, or a material effect on on, (a) the business, properties, assets, condition (financial condition, or otherwise) or results result of operations of Parent Company the Borrower and its Subsidiaries the Guarantors considered as a whole; (b) the ability of the Borrower or any Guarantor Guarantors (taken as a whole) to perform any of its their material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the material rights or remedies of Agent or the Lenders thereunder.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) or results of operations of Parent Company REIT, the Borrower and its their respective Subsidiaries considered as a whole; (b) the ability of REIT, the Borrower or any Subsidiary Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunder.or

Material Adverse Effect. A The occurrence or existence of a condition or event which would have a material adverse effect on (a) the business, propertiesprofits, assetsoperations or financial condition of Mortgagor, condition (financial or otherwise) or results of operations of Parent Company and its Subsidiaries considered as a whole; (b) the ability of the Borrower or Mortgagor to pay any Guarantor to perform any of its material obligations amounts under the Loan Documents; Documents as they become due, or (c) the validity or enforceability of any value of the Loan Documents or the rights or remedies of Agent or the Lenders thereunderProperty.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, ----------------------- condition (financial or otherwise) ), operations, performance, properties or results prospects of operations of Parent Company the Borrower, individually, or the Borrower and its Subsidiaries considered the Guarantors, taken as a whole; , or the Collateral, (b) the ability rights and remedies of the Borrower Agent or any Guarantor to perform Bank under any of its material obligations under the Loan Documents; Document, or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunderDocuments.

Material Adverse Effect. A material adverse effect on upon (ai) the business, properties, assets, condition (financial or otherwise) position or results or operation of operations of Parent Company and its Subsidiaries considered any Co-Borrower or Guarantor, as a whole; applicable, (bii) the ability of the any Co-Borrower or any Guarantor to perform any of its material obligations under the Loan Documents; , or (ciii) the validity or enforceability value of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunderProperty.

Material Adverse Effect. A material materially adverse effect on (a) the business, propertiesassets, assetsliabilities, condition (financial or otherwise) ), or results of operations of Parent Company and its Subsidiaries considered as a whole; Borrower, (b) the ability of the Borrower or any Guarantor to perform any of its material obligations under the Loan Documents; or Documents to which it is a party, (c) the validity or enforceability of any of the Loan Documents Documents, or (d) the rights, benefits or interests of Lenders and Agent in and to this Agreement, any other Loan Document or the rights or remedies of Agent or the Lenders thereunderCollateral.

Material Adverse Effect. A The occurrence or existence of a condition or event which would have a material adverse effect on (a) the business, propertiesprofits, assetsoperations or financial condition of Trustor, condition (financial or otherwise) or results of operations of Parent Company and its Subsidiaries considered as a whole; (b) the ability of the Borrower or Trustor to pay any Guarantor to perform any of its material obligations amounts under the Loan Documents; Documents as they become due, or (c) the validity or enforceability of any value of the Loan Documents or the rights or remedies of Agent or the Lenders thereunderProperty.

Material Adverse Effect. A a material adverse effect on (ai) a Property, (ii) the business, propertiesprofits, assets, operations or condition (financial financial) of Borrowers, Guarantor or otherwisea Property (or, with respect to a Property, its physical condition), (iii) the enforceability, validity, perfection or results priority of operations the lien of Parent Company and its Subsidiaries considered as a whole; the Mortgages or the other Loan Documents, (biv) the ability of Borrowers to perform their material obligations under the Borrower Mortgages or any the other Loan Documents or (v) the ability of Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunderGuaranty.

Material Adverse Effect. A a material adverse effect on (a) the business, properties, assets, condition (financial or otherwise), operation, performance or properties of Co-Borrowers, (ii) a material adverse effect on the rights and remedies of Agent or results of operations of Parent Company and its Subsidiaries considered as a whole; (b) the ability of the Borrower or any Guarantor to perform any of its material obligations Lenders under the Loan Documents; , or (ciii) the validity material impairment of the ability of Borrower or enforceability of any of the its Subsidiaries to perform its obligations hereunder or under any Loan Documents or the rights or remedies of Agent or the Lenders thereunderDocument.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) or results of operations of Parent Company the Borrower and its Subsidiaries considered as a whole; (b) the ability of the Borrower or any Guarantor and the Guarantors, taken as a whole, to perform any of its their material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents Documents; or (d) the rights or remedies of Agent or the Lenders thereunder.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) or results of operations of Parent Company Parent, the Borrower and its Subsidiaries considered the Subsidiary Guarantors (taken as a whole); (b) the ability of the Borrower or any Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the creation, perfection and priority of any Liens of Agent in the Collateral; or (d) the rights or remedies of Agent or the Lenders thereunderunder the Loan Documents.

Material Adverse Effect. A (i) a material adverse effect on (a) upon the business, propertiesoperations, assetsProperty, profits or financial condition (financial or otherwise) or results of operations of Parent Company Borrower and its Subsidiaries considered Guarantors taken as a whole; whole or upon the validity, enforceability or priority of the Security Interests or (bii) a material impairment of the ability of the Borrower or any Guarantor to perform any of its material obligations under the any Loan Documents; Document to which it is a party or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunderany Lender to enforce, against Borrower or any Guarantor, or to collect, any of Borrower's Obligations or Guarantors' Obligations.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) ), operations, performance or results properties of operations of Parent Company the Borrowers and its Subsidiaries considered Subsidiaries, taken as a whole; , (b) the rights and remedies of the Agent or any Bank to enforce any of the Loan Documents or (c) the ability of the Borrower or any Guarantor of the Guarantors to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunder.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) or results of operations of Parent Company REIT, the Borrower and its their respective Subsidiaries considered as a whole; (b) the ability of REIT, the Borrower or any Subsidiary Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the creation, perfection and priority of any Liens of Agent in the Collateral; or (d) the rights or remedies of Agent or the Lenders thereunderunder the Loan Documents.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) or results of operations of Parent Company REIT and its Subsidiaries considered as a whole; (b) the ability of the Borrower or any Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunder.

Material Adverse Effect. A a material adverse effect on (a) the business, properties, operations, assets, liabilities, or condition (financial or otherwise) or results of operations of Parent Company and its Subsidiaries considered as a whole; (b) the ability of the Borrower or any Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunderBorrower.

Material Adverse Effect. A (i) a material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) ), operation, performance or results properties of operations of Parent Company and its Subsidiaries considered as a whole; (b) the ability of the Borrower or any Guarantor to perform any of its Subsidiaries, (ii) a material obligations adverse effect on the rights and remedies of Agent or Lenders under the Loan Documents; , (iii) the material impairment of the ability of Borrower or any of its Subsidiaries to perform its obligations hereunder or under any Loan Document, or (civ) a material adverse effect on the validity or enforceability of any value of the Loan Documents Collateral or the Agent’s or Lenders’ rights or remedies of Agent or the Lenders thereundertherein.

Material Adverse Effect. A (i) a material adverse effect on (a) upon the business, propertiesoperations, assetsProperty, profits or financial condition of Borrower or upon the validity, enforceability or priority of the Security Interests or (financial or otherwiseii) or results a material impairment of operations of Parent Company and its Subsidiaries considered as a whole; (b) the ability of the Borrower or any Guarantor to perform any of its material obligations under the any Loan Documents; Instrument to which it is a party or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunderany Lender to enforce or collect any of Borrower's Obligations.

Material Adverse Effect. A material adverse effect on on: (a) the business, properties, assets, business condition (financial or otherwise) ), operations, performance or results properties, of operations of Parent Company the Holding Company, the Borrower and its Subsidiaries considered the Borrower's Subsidiaries, taken as a whole; , or the Collateral, (b) the rights and remedies of the Agent under any Loan Document, or (c) the ability of the Borrower Holding Company or any Guarantor Subsidiary to perform any of its material or their obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunder.

Material Adverse Effect. A As to any Person and with respect to any event or occurrence of whatever nature (including any adverse determination in any litigation, arbitration, investigation or proceeding), a material adverse effect on (a) the business, propertiesoperations, assetsrevenues, condition (financial condition, property, or otherwise) business prospects of such Person or results of operations of Parent Company and its Subsidiaries considered as a whole; (b) the ability of such Person to timely pay or perform such Person's Obligations generally, or in the case of Borrower, specifically the ability of such Borrower to pay or any Guarantor to perform any of its material obligations under such Borrower's Obligations to the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunderBanks.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, financial condition (financial or otherwise) or results of operations of Parent Company REIT and its Subsidiaries considered Subsidiaries, taken as a whole; (b) the ability of the Borrower or any Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents Documents; or (d) the material rights or remedies of the Agent or the Lenders thereunder.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) or results of operations of Parent Company REIT, the Borrower and its their respective Subsidiaries considered as a whole; (b) the ability of REIT, the Borrower or any Subsidiary Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the creation, perfection and priority of any Liens of Agent in the Collateral; or (d) or the rights or remedies of Agent or the Lenders thereunder.

Material Adverse Effect. A material adverse effect on (a) the business, propertiesoperations, results of operations, assets, liabilities or financial condition (financial of the Guarantor or otherwise) or results of operations of Parent Company the Borrower and its Subsidiaries considered Subsidiaries, taken as a whole; , as the case may be, or (b) the ability of Guarantor, or the Borrower or any Guarantor its Subsidiaries to perform any of its material their obligations under this Credit Agreement or the Loan Documents; or (c) the validity or enforceability of any of the other Loan Documents or the rights or remedies of Agent or the Lenders thereunderto which they are a party.

Material Adverse Effect. A material adverse effect on on: (a) the business, properties, assets, business condition (financial or otherwise) ), operations, performance or results properties, of operations of Parent Company the Holding Company, the Borrower and its Subsidiaries considered the Borrower’s Subsidiaries, taken as a whole; , or the Collateral, (b) the rights and remedies of the Agent under any Loan Document, or (c) the ability of the Borrower Holding Company or any Guarantor Subsidiary to perform any of its material or their obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunder.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) ), prospects or results of operations of Parent Company the REIT and its Subsidiaries considered Subsidiaries, taken as a whole; (b) the ability of the Borrower or any Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the creation, perfection and priority of any Liens of the Agent in the Collateral; or (d) the rights or remedies of the Agent or the Lenders thereunder.

Material Adverse Effect. A (i) a material adverse effect on (a) the business, propertiesfinancial condition, assetsoperation, condition (financial performance or otherwise) or results properties of operations of Parent Company Borrowers and its their Subsidiaries considered taken as a whole; , (bii) a material adverse effect on the ability rights and remedies of the Borrower Agent or any Guarantor to perform any of its material obligations Lenders under the Loan Documents; , or (ciii) the validity material impairment of the ability of Borrowers or enforceability of any of the their Subsidiaries to perform their obligations hereunder or under any Loan Documents or the rights or remedies of Agent or the Lenders thereunderDocument.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, operations, or financial condition (financial or otherwise) or results of operations of Parent Company the Borrower and its the Subsidiaries considered taken as a whole; , (b) the ability of the Borrower or any the Guarantor to perform any of its material obligations under the any Loan Documents; Document to which it is a party, or (c) the validity or enforceability of any of the Loan Documents or the rights of, or remedies of or benefits available to, the Administrative Agent or the Lenders thereunderany Bank under any Loan Document. Maturity Date. May 9, 2016.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) or results of operations of Parent Company the Borrower and its Subsidiaries considered as a whole; (b) the ability of the Borrower or any Guarantor Guarantorand the Guarantors, taken as a whole, to perform any of its itstheir material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents Documents; or (d) the rights or remedies of Agent or the Lenders thereunder.

Material Adverse Effect. A Any material adverse effect on (ai) the business, properties, assets, condition (operations or financial or otherwise) or results other condition of operations of Parent Company Borrower and its Subsidiaries considered as a whole; subsidiaries, (bii) the Borrower's ability of to pay the Borrower or any Guarantor to perform any of its material obligations under Obligations in accordance with the Loan Documents; terms thereof, or (ciii) the validity Collateral or enforceability of any of Bank's security interest in the Loan Documents Collateral or the rights or remedies priority of Agent or the Lenders thereundersuch security interest.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) or results of operations of Parent Company REIT and its Subsidiaries considered Subsidiaries, taken as a whole; (b) the ability of the Borrower or any Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents Documents; or (d) the material rights or remedies of the Agent or the Lenders thereunder.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, operations, or financial condition (financial or otherwise) or results of operations of Parent Company the Borrower and its the Subsidiaries considered taken as a whole; , (b) the ability of the Borrower or any the Guarantor to perform any of its material obligations under the any Loan Documents; Document to which it is a party, or (c) the validity or enforceability of any of the Loan Documents or the rights of, or remedies of or benefits available to, the Administrative Agent or the Lenders thereunderany Bank under any Loan Document. Maturity Date. July 26, 2018.

Material Adverse Effect. A a material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) ), operation, performance or results properties of operations of Parent Company the Loan Parties and its their Subsidiaries considered taken as a whole; , (bii) a material adverse effect on the ability rights and remedies of the Borrower Administrative Agent or any Guarantor to perform any of its material obligations Lenders under the Loan Documents; , or (ciii) the validity or enforceability material impairment of the ability of any of the Loan Documents Party to perform its obligations under this Agreement or the rights or remedies of Agent or the Lenders thereunderunder any Loan Document.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (operations, or condition, financial or otherwise) or results , of operations of Parent Company and its Subsidiaries considered as a whole; the Issuer, (b) the ability of the Borrower Issuer or any Guarantor the Sole Shareholder to perform any of its material obligations under the Loan Documents; Notes or any other Transaction Document to which it is a party or (c) the validity rights of or enforceability of benefits available to any of the Loan Documents Holders or the rights Trustee under the Notes or remedies any of Agent or the Lenders thereunderother Transaction Documents.

Material Adverse Effect. A material The existence of events, conditions and/or contingencies that have had or are reasonably likely to have (a) a materially adverse effect on (a) the business, operations, properties, assetsassets or financial condition of the Borrower, condition (financial or otherwise) or results of operations of Parent Company and its Subsidiaries considered as a whole; (b) a material impairment of the ability of the Borrower or any Guarantor to perform any of its material obligations under the any Loan Documents; Documents to which it is or will be a party, or (c) an impairment of the validity or enforceability of any material provision of, or a material impairment of the material rights, remedies or benefits available to the Lender under any Loan Documents or the rights or remedies of Agent or the Lenders thereunderDocument.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) ), assets, operations or results income of operations of Parent Company the Borrower and its Subsidiaries considered the Guarantors, taken as a whole; , (b) the ability of the Borrower or any Guarantor and the Guarantors taken as a whole, to perform any of its material obligations their respective Obligations under the Loan Documents; Documents or (c) the validity validity, binding effect or enforceability of this Credit Agreement or any of the other Loan Documents or the rights or remedies of Agent or the Lenders thereunderDocuments. Maturity Date. July 18, 2003[April __, 2003].

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) ), or results of operations of Parent Company Borrower and its Subsidiaries considered Subsidiaries, taken as a whole; (b) the ability of the Borrower or any Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents Documents; or (d) the rights or remedies of the Agent or the Lenders thereunder.

Material Adverse Effect. A material adverse effect on (ai) the business, propertiesUnencumbered Properties, assets, condition (financial or otherwise) or results of operations or financial condition of Parent Company the Borrower and its Subsidiaries considered the Related Companies taken as a whole; whole or (bii) the ability of the Borrower or Borrower, any Guarantor or the Company to perform any of its material obligations under the Loan Documents; , or (ciii) the validity or enforceability of any of the Loan Documents or the remedies or material rights or remedies of Agent the Agent, the L/C Issuer or the Lenders thereunder.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (operations, prospects or condition, financial or otherwise) or results , of operations of Parent Company and its Subsidiaries considered as a whole; the Issuer, (b) the ability of the Borrower Issuer or any Guarantor the Sole Shareholder to perform any of its material obligations under the Loan Documents; Notes or any other Transaction Document to which it is a party or (c) the validity rights of or enforceability of benefits available to any of the Loan Documents Holders or the rights Trustee under the Notes or remedies any of Agent or the Lenders thereunderother Transaction Documents.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) or results of operations of Parent Company Parent, the Borrower and its Subsidiaries considered their respective Subsidiaries, taken as a whole; (b) the ability of the Borrower or any Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the creation, perfection and priority of any Liens of Agent in the Collateral; or (d) the rights or remedies of Agent or the Lenders thereunderunder the Loan Documents.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) or results of operations of Parent Company Guarantors and its their Subsidiaries considered as a whole; (b) the ability of the Borrower Borrowers or any Guarantor to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunder.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) ), operations, performance or results properties of operations of Parent Company Xxxxxx US and its Subsidiaries considered Subsidiaries, taken as a whole; , (b) the ability rights and remedies of the Borrower or any Guarantor Bank to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of enforce any of the Loan Documents or (c) the rights ability of any Borrower or remedies any of Agent or the Lenders thereunderGuarantors to perform its obligations under the Loan Documents.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, operations, or financial condition (financial or otherwise) or results of operations of Parent Company the Borrower and its the Subsidiaries considered taken as a whole; , (b) the ability of the Borrower or any the Guarantor to perform any of its material obligations under the any Loan Documents; Document to which it is a party, or (c) the validity or enforceability of any of the Loan Documents or the rights of, or remedies of or benefits available to, the Administrative Agent or the Lenders thereunderany Bank under any Loan Document. Maturity Date. August 17, 2011.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, ----------------------- condition (financial or otherwise) ), operations, performance, properties or results prospects of operations of Parent the Company, individually, or the Company and its Subsidiaries considered taken as a whole; , (b) the validity, perfection, or priority of the security interest of the Lenders in the Collateral created pursuant to the Security Documents, (c) the rights and remedies of the Agents or any Lender under any Loan Document or (d) the ability of the Borrower or any Guarantor Obligors to perform any of its material obligations their Obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunder.

Material Adverse Effect. A material adverse effect on with respect to (a) the business, assets, properties, assetsfinancial condition, condition (financial or otherwise) stockholders’ equity, contingent liabilities, prospects, material agreements or results of operations of Parent Company and its Subsidiaries considered as a whole; Seller, or (b) Seller’s ability to pay the ability of Obligations in accordance with the Borrower or any Guarantor to perform any of its material obligations under the Loan Documents; terms hereof, or (c) the validity or enforceability of this Agreement or any of the Loan other Transaction Documents or the rights or and remedies of Agent FGI hereunder or the Lenders thereunder.. Maturity Date – See Exhibit A. Minimum Net Funds - See Exhibit A.

Material Adverse Effect. A a material adverse effect on (a) the business, properties, assets, condition (financial or otherwise), operation, performance or properties of Borrower, (ii) a material adverse effect on the rights and remedies of Agent or results of operations of Parent Company and its Subsidiaries considered as a whole; (b) the ability of the Borrower or any Guarantor to perform any of its material obligations Lenders under the Loan Documents; , or (ciii) the validity material impairment of the ability of Borrower or enforceability of any of the its Subsidiaries to perform its obligations hereunder or under any Loan Documents or the rights or remedies Document. Table of Agent or the Lenders thereunder.Contents

Material Adverse Effect. A a material adverse effect on (a) the business, properties, assets, condition (financial or otherwise) ), operation, performance or results properties of operations of Parent Company Borrowers and its their Subsidiaries considered taken as a whole; , (bii) a material adverse effect on the rights and remedies of Agents or Lenders under the Loan Documents, or (iii) the material impairment of the ability of the Borrower or any Guarantor Borrowers and their Subsidiaries, taken as a whole, to perform any of its material their obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunder.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, financial condition (financial or otherwise) or results of operations of Parent Company and its Subsidiaries the Consolidated Group considered as a whole; (b) the ability of Parent JV Guarantor, the Borrower or any Guarantor and the Subsidiary Guarantors (taken as a whole) to perform any of its material their obligations under the Loan Documents; (c) the ability of any Limited Interest Guarantor to perform its obligations under the Limited Interest Guaranty; or (cd) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunder.

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, financial condition (financial or otherwise) or results of operations of Parent Company REIT, Borrower and its Subsidiaries considered as a whole; (b) the ability of Borrower, REIT and the Borrower Unencumbered Property Subsidiaries that directly or any Guarantor indirectly own assets included in the calculation of the Unencumbered Asset Value, taken as a whole, to perform any of its their material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the material rights or remedies of Agent or the Lenders thereunder.

Material Adverse Effect. A material adverse effect on with respect to (a) the business, assets, properties, assetsfinancial condition, condition (financial or otherwise) stockholders’ equity, contingent liabilities, material agreements or results of operations of Parent Company and its Subsidiaries considered as a whole; Borrower, or (b) Borrower’s ability to pay the ability of Obligations in accordance with the Borrower or any Guarantor to perform any of its material obligations under the Loan Documents; terms hereof, or (c) the validity or enforceability of this Agreement or any of the other Loan Documents or the rights or and remedies of Agent Lender hereunder or the Lenders thereunder.. ​

Material Adverse Effect. A material adverse effect on (a) the business, properties, assets, financial condition (financial or otherwise) or results of operations of Parent Company Borrower and its Subsidiaries considered as a whole; (b) the ability of the Borrower or any Guarantor Guarantor, if any, to perform any of its material obligations under the Loan Documents; or (c) the validity or enforceability of any of the Loan Documents or the rights or remedies of Agent or the Lenders thereunder.

Material Adverse Effect. A material materially adverse effect on (a) the business, propertiesassets, assetsliabilities, condition (financial or otherwise) ), or results of operations of Parent Company and its Subsidiaries considered the Loan Parties taken as a whole; , (b) the ability of the Borrower or any Guarantor Loan Party to perform any of its material obligations under the Loan Documents; or , (c) the validity or enforceability of any of the Loan Documents Documents, or (d) the rights, benefits or interests of Lenders, the LC Issuers and Agent in and to this Agreement, any other Loan Document or the rights or remedies of Agent or the Lenders thereunderCollateral.