Common use of Property Condition Clause in Contracts

Property Condition. Except as could not reasonably be expected to have a Material Adverse Effect, (a) all Borrowing Base Properties comply with all Requirements of Law, including all subdivision and platting requirements, without reliance on any adjoining or neighboring property; (b) the Improvements comply with all Requirements of Law regarding access and facilities for handicapped or disabled persons; (c) no Group Member has 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 any Borrowing Base Properties, including those arising under any zoning or property use ordinance or other Requirements of Law; (d) all utility services necessary for the use of the Borrowing Base Properties and the Improvements and the operation thereof for their intended purpose are available at the Borrowing Base Property; (e) except as otherwise permitted in the Loan Documents, no Group Member 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; (f) no Borrowing Base Property is part of a larger tract of Real Property owned by the Borrower or any other Group Member or otherwise included under any unity of title or similar covenant with other Real 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 Real Property or improvements; (g) the current and anticipated use of the Borrowing Base Properties complies in all material respects with all applicable zoning ordinances, regulations, certificates of occupancy issued for the Borrowing Base Properties and restrictive covenants affecting the Borrowing Base Properties without the existence of any variance, non-complying use, nonconforming use, or other special exception, all use restrictions of any Governmental Authority having jurisdiction have been satisfied, and no violation of any Requirements of Law or regulation exists with respect thereto; (h) all certifications, permits, licenses and approvals, including without limitation, certificates of completion and occupancy permits, required for the legal use, occupancy and operation of the Borrowing Base Properties have been obtained are in full force and effect; (i) the Borrowing Base Properties, including, without limitation, 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, are in good condition, order and repair in all material respects; there exists no structural or other material defects or damages in the Borrowing Base Properties, whether latent or otherwise, and Borrower has not received notice from any insurance company or bonding company of any defects or inadequacies in the Borrowing Base Properties, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond; and (j) all of the Improvements which were included in determining the appraised value of each Borrowing Base Property lie wholly within the boundaries and building restriction lines of such Borrowing Base Property, and no improvements on adjoining properties encroach upon the Borrowing Base Property, and no easements or other encumbrances upon the Borrowing Base Property encroach upon any of the Improvements, so as to materially affect the value or marketability of the Borrowing Base Property except those which are insured against by the applicable Title Insurance Policy.

Property Condition. Except as could not reasonably be expected to have a Material Adverse Effect, (a) all Borrowing Base Properties comply with all Requirements of Law, including all subdivision and platting requirements, without reliance on any adjoining or neighboring property; (b) the Improvements on each Borrowing Base Property comply with all Requirements of Law regarding access and facilities for handicapped or disabled persons; (c) no Group Member has 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 any Borrowing Base Properties, including those arising under any zoning or property use ordinance or other Requirements of Law; (d) all utility services necessary for the use of the Borrowing Base Properties and the Improvements thereon and the operation thereof for their intended purpose are available at the Borrowing Base Property; (e) except as otherwise permitted in the Loan Documents, no Group Member 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; (f) no Borrowing Base Property is part of a larger tract of Real Property owned by the Borrower or any other Group Member or otherwise included under any unity of title or similar covenant with other Real 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 Real Property or improvements; (g) the current and anticipated use of the Borrowing Base Properties complies in all material respects with all applicable zoning ordinances, regulations, certificates of occupancy issued for the Borrowing Base Properties and restrictive covenants affecting the Borrowing Base Properties without the existence of any variance, non-complying use, nonconforming use, or other special exception, all use restrictions of any Governmental Authority having jurisdiction have been satisfied, and no violation of any Requirements of Law or regulation exists with respect thereto; (h) all certifications, permits, licenses and approvals, including without limitation, certificates of completion and occupancy permits, required for the legal use, occupancy and operation of the Borrowing Base Properties have been obtained and are in full force and effect; and (i) the Borrowing Base Properties, including, without limitation, 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, are in good condition, order and repair in all material respects; there exists no structural or other material defects or damages in the Borrowing Base Properties, whether latent or otherwise, and Borrower has not received notice from any insurance company or bonding company of any defects or inadequacies in the Borrowing Base Properties, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond; and (j) all of the Improvements which were included in determining the appraised value of each Borrowing Base Property lie wholly within the boundaries and building restriction lines of such Borrowing Base Property, and no improvements on adjoining properties encroach upon the Borrowing Base Property, and no easements or other encumbrances upon the Borrowing Base Property encroach upon any of the Improvements, so as to materially affect the value or marketability of the Borrowing Base Property except those which are insured against by the applicable Title Insurance Policy.

Property Condition. Except as could otherwise disclosed to the Beneficiary in writing, and except as would not reasonably be expected to have a Material Adverse Effect, Effect (a) all Borrowing Base Properties comply the Mortgaged Property is not part of a larger tract of Mortgaged Property owned by Grantor or any of its affiliates or any Guarantor, is not otherwise included under any unity of title or similar covenant with other Mortgaged Property not owned by Grantor, and constitutes a separate tax lot or lots with a separate tax assessment or assessments for the Mortgaged Property and Buildings, independent of those for any other property or improvements; (b) the Mortgaged Property complies with all Requirements of LawLaws, including all subdivision and platting requirements, without reliance on any adjoining or neighboring property; (bc) the Improvements Buildings comply with all Requirements of Law Laws regarding access and facilities for handicapped or disabled persons; (cd) no Group Member Grantor has not directly or indirectly conveyed, assigned, assigned or otherwise disposed of, of or transferred (or agreed to do so) any development rights, air rights, rights or other similar rights, privileges, privileges or attributes with respect to any Borrowing Base Propertiesthe Mortgaged Property, including those arising under any zoning or property use ordinance or other Requirements of LawLaws; (de) all utility services necessary for the use of the Borrowing Base Properties Mortgaged Property and the Improvements Buildings and the operation thereof for their intended purpose are available at satisfactory for the Borrowing Base current use of the Mortgaged Property; (ef) except as otherwise permitted provided for in the Loan Documents, no Group Member the Grantor has made any no contract or arrangement of any kind the performance of which by the other party thereto would give rise to Liens a lien on the Borrowing Base Properties; (f) no Borrowing Base Property is part of a larger tract of Real Property owned by the Borrower or any other Group Member or otherwise included under any unity of title or similar covenant with other Real 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 Real Property or improvementsMortgaged Property; (g) the current and anticipated use of the Borrowing Base Properties Mortgaged Property complies in all material respects with all applicable zoning ordinances, regulations, certificates of occupancy issued for the Borrowing Base Properties regulations and restrictive covenants affecting the Borrowing Base Properties Mortgaged Property without the existence of any variance, non-complying use, nonconforming use, use or other special exception, all use restrictions of any Governmental Authority having jurisdiction have been satisfied, and no violation of any Requirements of Law Laws or regulation exists with respect thereto; (h) all certifications, permits, licenses and approvals, including without limitation, certificates of completion and occupancy permits, required for the legal use, occupancy and operation of the Borrowing Base Properties have been obtained are in full force and effect; (i) the Borrowing Base Properties, including, without limitation, 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, are in good condition, order and repair in all material respects; there exists no structural or other material defects or damages in the Borrowing Base Properties, whether latent or otherwise, and Borrower has not received notice from any insurance company or bonding company of any defects or inadequacies in the Borrowing Base Properties, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond; and (j) all of the Improvements which were included in determining the appraised value of each Borrowing Base Property lie wholly within the boundaries and building restriction lines of such Borrowing Base Property, and no improvements on adjoining properties encroach upon the Borrowing Base Property, and no easements or other encumbrances upon the Borrowing Base Property encroach upon any of the Improvements, so as to materially affect the value or marketability of the Borrowing Base Property except those which are insured against by the applicable Title Insurance Policy.

Property Condition. Each Collateral Property is not part of a larger tract of Real Property owned by the Borrower, any Subsidiary or any Affiliate, is not otherwise included under any unity of title or similar covenant with other property not owned by the Subsidiary Guarantor that owns such Collateral Property and encumbered by the Mortgage encumbering such Collateral Property (except for any reciprocal easement agreements or similar covenants which are set forth in a Mortgage Policy), and constitutes a separate tax lot or lots with a separate tax assessment or assessments for such Collateral Property, independent of those for any other property or improvements. Except as could not reasonably may be expected to have set forth in a Material Adverse EffectMortgage Policy, (a) all Borrowing Base Properties comply with all Requirements of Law, including all subdivision and platting requirements, without reliance on any adjoining or neighboring property; (b) the Improvements comply with all Requirements of Law regarding access and facilities for handicapped or disabled persons; (c) no Group Member Loan Party has directly or indirectly conveyed, assigned, assigned or otherwise disposed of, of or transferred (or agreed to do so) any development rights, air rights, rights or other similar rights, privileges, privileges or attributes with respect to any Borrowing Base PropertiesCollateral Property, including those arising under any zoning or property use ordinance or other Requirements of applicable Law; (d) all . All utility services necessary for the use and operation of the Borrowing Base Properties and the Improvements and the operation thereof for their intended purpose each Collateral Property are available at the Borrowing Base Property; (e) except boundaries thereof, including electric and natural gas facilities, telephone service, water supply, storm and sanitary sewer facilities, except, in each case, as otherwise permitted could not reasonably be expected to have a Material Adverse Effect or a Material Adverse Property Effect. All such utility services cross only dedicated public roads or property subject to properly recorded easements in favor of the utility company providing the service in question. All access easements and rights of way to dedicated public roads necessary for the utilization of the Collateral Properties for their current and anticipated uses have been acquired and are in full force and effect. No Loan Documents, no Group Member Party has made any contract or arrangement of any kind the performance of which by the other party thereto would give rise to Liens a Lien on any Collateral Property other than Permitted Encumbrances. There are no claims for payment for work, labor or materials affecting any Collateral Property which are or may become a Lien on any Collateral Property superior to, or equal in priority to, the Borrowing Base Properties; lien of any Mortgage, other than those for which the Administrative Agent has received affirmative insurance in the applicable Title Policy. No Collateral Property has been damaged and not repaired (fexcluding the fire damage, as of the Closing Date, to two units at the Collateral Property known as Landmark at Heritage Park) and is not the subject of any pending Condemnation or adverse zoning proceeding and no Borrowing Base Property is part of a larger tract of Real Property owned by the Borrower or any other Group Member or otherwise included under any unity of title or similar covenant with other Real 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 Real Property or improvements; (g) the current and anticipated use of the Borrowing Base Properties complies in all material respects with all applicable zoning ordinances, regulations, certificates of occupancy issued for the Borrowing Base Properties and restrictive covenants affecting the Borrowing Base Properties without the existence has received written notice of any variancethreatened proceeding. Except as set forth in the Property Condition Reports, non-complying useto each Loan Party’s knowledge, nonconforming use, or other special exception, all use restrictions of any Governmental Authority having jurisdiction have been satisfied, and no violation of any Requirements of Law or regulation exists with respect thereto; (h) all certifications, permits, licenses and approvals, including without limitation, certificates of completion and occupancy permits, required for the legal use, occupancy and operation of the Borrowing Base Collateral Properties have been obtained are in full force and effect; (i) the Borrowing Base Properties, including, without limitation, 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, are in good condition, order and repair in all material respects; . Except as set forth in the Property Condition Reports, to each Loan Party’s knowledge, there exists no structural or other material defects or damages in the Borrowing Base Collateral Properties, whether latent or otherwise, and Borrower . No Loan Party has not received any written notice from any insurance company or bonding company of any material defects or inadequacies in the Borrowing Base Properties, or any part thereof, Collateral Properties which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond; . Each Collateral Property complies in all material respects with all easements, covenants and (j) restrictions affecting such Collateral Property, and all contracts and agreements binding on such Collateral Property, other than any encroachments set forth in the Survey of such Collateral Property. No provision of the Loan Documents violates any such easement, covenant, restriction, contract or agreement in a manner which, individually or in the aggregate, could reasonably have a Material Adverse Effect or a Material Adverse Property Effect. Other than as disclosed in the Survey of any Collateral Property, there are no encroachments on any Land, the Improvements which were included in determining do not encroach upon any adjoining land or adjoining street, and the appraised value of each Borrowing Base Property Improvements lie wholly within the boundaries and building restriction lines of such Borrowing Base Property, and no improvements on adjoining properties encroach upon the Borrowing Base Property, and no easements or other encumbrances upon the Borrowing Base Property encroach upon any of the Improvements, so as to materially affect the value or marketability of the Borrowing Base Property except those which are insured against by the applicable Title Insurance PolicyCollateral Properties.

Property Condition. Except as could not reasonably be expected Optionee agrees that it has the opportunity to have a Material Adverse Effectinspect and become thoroughly familiar with the Property and to investigate each and every aspect of the Property, (a) all Borrowing Base Properties comply with all Requirements either independently or through agents of LawOptionee’s choosing, including all subdivision and platting requirementsincluding, without reliance on any adjoining or neighboring property; (b) the Improvements comply with all Requirements of Law regarding access and facilities for handicapped or disabled persons; (c) no Group Member has 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 any Borrowing Base Properties, including those arising under any zoning or property use ordinance or other Requirements of Law; (d) all utility services necessary for the use of the Borrowing Base Properties and the Improvements and the operation thereof for their intended purpose are available at the Borrowing Base Property; (e) except as otherwise permitted in the Loan Documents, no Group Member 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; (f) no Borrowing Base Property is part of a larger tract of Real Property owned by the Borrower or any other Group Member or otherwise included under any unity of title or similar covenant with other Real 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 Real Property or improvements; (g) the current and anticipated use of the Borrowing Base Properties complies in all material respects with all applicable zoning ordinances, regulations, certificates of occupancy issued for the Borrowing Base Properties and restrictive covenants affecting the Borrowing Base Properties without the existence of any variance, non-complying use, nonconforming use, or other special exception, all use restrictions of any Governmental Authority having jurisdiction have been satisfied, and no violation of any Requirements of Law or regulation exists with respect thereto; (h) all certifications, permits, licenses and approvals, including without limitation, certificates of completion and occupancy permits, required for the legal use, occupancy and operation of the Borrowing Base Properties have been obtained are in full force and effect; : (i) all matters relating to the Borrowing Base Propertiestitle to the Property, (ii) all governmental and other legal requirements, such as taxes, assessments, zoning, and permit requirements; (ii) the physical condition of the Property, including, without limitation, the infrastructure available or unavailable to the Property (as the case may be), access to the Property, all buildingsother physical and functional aspects of the Property, improvementsincluding any grading issues, parking facilitieswhether or not the import or export of soil will be necessary for Optionee’s use of the Property, sidewalksand the presence or absence of hazardous or toxic materials, storm drainage systemssubstances or wastes of any kind, roofsand (iii) all other matters of any significance affecting the Property whether physical in nature or intangible in nature. Optionee acknowledges that Optionor has provided Optionee the opportunity to review documents in Optionor’s possession relating to the condition of the Property except property valuation information. Optionee is acquiring the Property in its “AS IS” condition. Except as expressly set forth otherwise in Section 12 above, plumbing systemsSELLER MAKES NO REPRESENTATION OR WARRANTY, HVAC systemsEXPRESS OR IMPLIED, fire protection systemsREGARDING THE PROPERTY INCLUDING, electrical systemsWITHOUT LIMITATION: ANY REPRESENTATION OR WARRANTY WITH RESPECT TO (A) THE QUALITY, equipmentNATURE, elevatorsADEQUACY AND PHYSICAL CONDITION OF THE PROPERTY, exterior sidings and doorsINCLUDING, landscapingBUT NOT LIMITED TO, irrigation systems and all structural componentsACCESS, are in good conditionSOILS, order and repair in all material respectsTIMBER, GEOLOGY AND ANY GROUND WATER; there exists no structural (B) THE EXISTENCE, QUALITY, NATURE, ADEQUACY, AND PHYSICAL CONDITION OF UTILITIES SERVING THE PROPERTY; (C) THE PROPERTY’S USE, HABITABILITY, MERCHANTABILITY, OR FITNESS, SUITABILITY, VALUE OR ADEQUACY OF THE PROPERTY FOR ANY PARTICULAR PURPOSE; (D) THE ZONING OR OTHER LEGAL STATUS OF THE PROPERTY OR ANY OTHER PUBLIC OR PRIVATE RESTRICTIONS ON USE OF THE PROPERTY; (E) THE COMPLIANCE OF THE PROPERTY OR THE PROPERTY’S OPERATION WITH ANY APPLICABLE CODES, LAWS, REGULATIONS, STATUTES, ORDINANCES, OF ANY GOVERNMENTAL OR QUASI-GOVERNMENTAL ENTITY, OR ANY COVENANTS, CONDITIONS OR RESTRICTIONS APPLICABLE TO THE PROPERTY; (F) THE PRESENCE OR ABSENCE OF HAZARDOUS MATERIALS ON, UNDER OR ABOUT THE PROPERTY OR THE ADJOINING OR NEIGHBORING PROPERTY; (G) THE QUALITY OF ANY LABOR AND MATERIALS USED IN ANY IMPROVEMENTS ON OR BENEFITING THE PROPERTY; (H) THE CONDITION OF TITLE TO THE PROPERTY; (I) THE ECONOMICS OF THE PRESENT OR FUTURE OPERATION OF THE PROPERTY; OR (J) THE ACREAGE OF THE PROPERTY. OPTIONEE ASSUMES THE RESPONSIBILITY AND RISKS OF ALL DEFECTS TO AND CONDITIONS IN THE PROPERTY, INCLUDING DEFECTS AND CONDITIONS, IF ANY, THAT CANNOT BE OBSERVED BY INSPECTION. OPTIONOR SHALL NOT BE LIABLE FOR ANY LATENT OR PATENT DEFECTS IN THE PROPERTY. OPTIONOR SHALL HAVE NO OBLIGATION TO REPAIR OR MAKE ANY IMPROVEMENTS TO THE CONDITION OF THE PROPERTY PRIOR TO CLOSING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, OPTIONOR EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, AS WELL AS ANY WARRANTY WHATSOEVER WITH RESPECT TO THE MARKETABILITY, HARVESTABILITY, AGE, SPECIES MIX, SITE CLASSIFICATION, OR BOUNDARIES OF ANY TIMBER ON THE PROPERTY, OR THE QUANTITIES, GRADES, OR QUALITY OF ANY TIMBER ON THE PROPERTY, OR THE AVAILABILITY OR ADEQUACY OF ACCESS TO THE PROPERTY. Optionee further acknowledges that any information whatsoever, whether written or other material defects oral, or damages in the Borrowing Base Propertiesform of maps, whether latent or otherwisesurveys, and Borrower has not received notice from any insurance company or bonding company of any defects or inadequacies in the Borrowing Base Propertiesdata, inventory information, plats, soil reports, engineering studies, environmental studies, inspection reports, plans, specifications, or any part thereofother form, which would adversely affect pertaining to the insurability Property and the timber thereon, including the condition, suitability, integrity, marketability, compliance with law, or other attributes or aspects of the same or cause Property and the imposition of extraordinary premiums or charges thereon or timber thereon, is furnished to Optionee solely as a courtesy, and neither Optionor nor its representatives have verified, nor do they warrant, the accuracy of any termination statements or threatened termination other information therein contained nor the qualifications of the persons preparing such information. Neither Optionor nor its representatives warrant the accuracy of any policy of insurance information contained therein in any way. Optionee is responsible for determining access to the Property. This includes contacting any responsible government agencies regarding access permits, restrictions or bond; existing hazards. Mineral rights will not be included in the sale unless currently owned by Optionor. Optionee is also responsible for evaluating any and (j) all environmental, land use, regulatory and other constraints relating to the use of the Improvements which were included in determining the appraised value of each Borrowing Base Property lie wholly within the boundaries and building restriction lines of such Borrowing Base Property, and no improvements on adjoining properties encroach upon the Borrowing Base Property, and no easements or other encumbrances upon the Borrowing Base Property encroach upon any of the Improvements, so as to materially affect the value or marketability of the Borrowing Base Property except those which are insured against by the applicable Title Insurance Policy.

Property Condition. Except as could not reasonably be expected otherwise disclosed to have a Material Adverse Effect, Administrative Agent in writing (a) all Borrowing Base Collateral Properties comply with all Requirements of LawLaws, including all subdivision and platting requirements, without reliance on any adjoining or neighboring property; property except where the failure to comply could not reasonably be expected to cause a Material Property Event, (b) the Improvements comply with all Requirements of Law Laws regarding access and facilities for handicapped or disabled persons; persons except where the failure to comply could not reasonably be expected to cause a Material Property Event, (c) no Group Member neither Parent nor any RFS Company has 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 any Borrowing Base Collateral Properties, including those arising under any zoning or property use ordinance or other Requirements of Law; , (d) all utility services necessary for the use of the Borrowing Base Collateral Properties and the Improvements and the operation thereof for their intended purpose are available at the Borrowing Base Property; satisfactory, (e) except as otherwise permitted provided for in the Loan Documents, no Group Member neither Parent nor any RFS Company 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 Collateral Properties; , and (f) no Borrowing Base Property is part of a larger tract of Real Property owned by the Borrower or any other Group Member or otherwise included under any unity of title or similar covenant with other Real 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 Real Property or improvements; (g) the current and anticipated use of the Borrowing Base Collateral Properties complies in all material respects with all applicable zoning ordinances, regulations, certificates of occupancy issued for the Borrowing Base Properties and restrictive covenants affecting the Borrowing Base Collateral Properties without the existence of any variance, non-complying use, nonconforming use, or other special exception, all use restrictions of any Governmental Authority having jurisdiction have been satisfied, and no violation of any Requirements of Law or regulation exists with respect thereto; thereto except where the failure to comply could not reasonably be expected to cause a Material Property Event. Representations Concerning Leases. Borrowers have delivered to Administrative Agent a true and correct copy of any major tenant leases and each guarantee thereof (h) all certificationsif any), permits, licenses and approvals, including without limitation, certificates of completion and occupancy permits, required for the legal use, occupancy and operation affecting any material part of the Borrowing Base Properties have been obtained are in full force Improvements and effect; (i) the Borrowing Base Properties, including, without limitation, 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, are in good condition, order and repair in all material respects; there exists no structural or other material defects or damages in the Borrowing Base Propertiespossession or control of Parent, whether latent or otherwise, and Borrower has not received notice from any insurance company or bonding company of any defects or inadequacies in the Borrowing Base Propertiesits Subsidiaries, or any part thereofOperating Lessee which is an Affiliate of a Loan Party and have delivered all Operating Leases and Ground Leases, which would adversely affect together with property-level financial information for the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond; and (j) all of the Improvements which were included in determining the appraised value of each Borrowing Base Property lie wholly within the boundaries and building restriction lines of such Borrowing Base PropertyCollateral Properties, and no improvements on adjoining properties encroach upon the Borrowing Base Propertysuch Operating Lease, and no easements Ground Lease, or other encumbrances upon the Borrowing Base Property encroach upon lease or guarantee contains any option to purchase all or any portion of the Improvements, so as Collateral Properties or any interest therein or contains any right of first refusal relating to materially affect the value or marketability any sale of the Borrowing Base Property except those which are insured against by the applicable Title Insurance PolicyCollateral Properties or any portion thereof or interest therein.

Property Condition. Except as could not reasonably be expected to have a Material Adverse Effect, (a) all Borrowing Base Properties comply with all Requirements of Law, including all subdivision and platting requirements, without reliance on any adjoining or neighboring property; (b) the Improvements on each Borrowing Base Property comply with all Requirements of Law regarding access and facilities for handicapped or disabled persons; (c) no Group Member has 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 any Borrowing Base Properties, including those arising under any zoning or property use ordinance or other Requirements of Law; (d) all utility services necessary for the use of the Borrowing Base Properties and the Improvements thereon and the operation thereof for their intended purpose are available at the Borrowing Base Property; (e) except as otherwise permitted in the Loan Documents, no Group Member 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; (f) no Borrowing Base Property is part of a larger tract of Real Property owned by the Borrower or any other Group Member or otherwise included under any unity of title or similar covenant with other Real 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 Real Property or improvements; (g) the current and anticipated use of the Borrowing Base Properties complies in all material respects with all applicable zoning ordinances, regulations, certificates of occupancy issued for the Borrowing Base Properties and restrictive covenants affecting the Borrowing Base Properties without the existence of any variance, non-complying use, nonconforming use, or other special exception, all use restrictions of any Governmental Authority having jurisdiction have been satisfied, and no violation of any Requirements of Law or regulation exists with respect thereto; (h) all certifications, permits, licenses and approvals, including without limitation, certificates of completion and occupancy permits, required for the legal use, occupancy and operation of the Borrowing Base Properties have been obtained are in full force and effect; (i) the Borrowing Base Properties, including, without limitation, 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, are in good condition, order and repair in all material respects; there exists no structural or other material defects or damages in the Borrowing Base Properties, whether latent or otherwise, and Borrower has not received notice from any insurance company or bonding company of any defects or inadequacies in the Borrowing Base Properties, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond; and (j) all of the Improvements which were included in determining the appraised value of each Borrowing Base Property lie wholly within the boundaries and building restriction lines of such Borrowing Base Property, and no improvements on adjoining properties encroach upon the Borrowing Base Property, and no easements or other encumbrances upon the Borrowing Base Property encroach upon any of the Improvements, so as to materially affect the value or marketability of the Borrowing Base Property except those which are insured against by the applicable Title Insurance Policy.no

Property Condition. Except as could not reasonably be expected ‌ 14.1 The Leased Property is subject to have a Material Adverse Effectcertain described public rights-of-way or easements for public access, (a) all Borrowing Base Properties comply with all Requirements of Law, including all subdivision and platting requirements, without reliance on any adjoining or neighboring property; (b) the Improvements comply with all Requirements of Law regarding access and facilities for handicapped or disabled persons; (c) no Group Member has directly or indirectly conveyed, assignedutilities, or otherwise disposed ofsimilar situations, or transferred all as described in Exhibit "C" (or agreed to do so) any development rightsthe "Permitted Exceptions"), air rights, or other similar rights, privileges, or attributes with respect to any Borrowing Base Properties, including those arising under any zoning or property use ordinance or other Requirements of Law; (d) all utility services necessary for and as may be shown on the use Land Survey in Exhibit "A." The Lessee acknowledges that it has made a thorough and complete inspection of the Borrowing Base Properties Leased Property and accepts this Lease and the Improvements and the operation thereof for their intended purpose are available at the Borrowing Base Property; (e) except as otherwise permitted in the Loan Documents, no Group Member 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; (f) no Borrowing Base Property is part of a larger tract of Real Property owned by the Borrower or any other Group Member or otherwise included under any unity of title or similar covenant with other Real 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 Leased Property and the Existing Improvements thereonand is fully advised of its extent and condition, independent of those for any other Real subject to Xxxxxx's inspection rights during the Due Diligence Period in accordance with the terms hereof. The Lessee fully accepts the Leased Property or improvements; (g) in its present "as is, where as" physical state and condition subject to Xxxxxx's inspection rights during the current and anticipated use of Due Diligence Period in accordance with the Borrowing Base Properties complies in all material respects with all applicable zoning ordinances, regulations, certificates of occupancy issued for the Borrowing Base Properties and restrictive covenants affecting the Borrowing Base Properties without the existence of any variance, non-complying use, nonconforming use, or other special exception, all use restrictions of any Governmental Authority having jurisdiction have been satisfied, and no violation of any Requirements of Law or regulation exists with respect thereto; (h) all certifications, permits, licenses and approvals, including without limitation, certificates of completion and occupancy permits, required for the legal use, occupancy and operation of the Borrowing Base Properties have been obtained are in full force and effect; (i) the Borrowing Base Properties, including, without limitation, 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 terms hereof and all structural components, are in good condition, order other terms and repair in all material respects; there exists no structural or other material defects or damages in the Borrowing Base Properties, whether latent or otherwise, and Borrower has not received notice from any insurance company or bonding company conditions of any defects or inadequacies in the Borrowing Base Properties, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond; and (j) this Lease. 14.2 Xxxxxx agrees to eliminate all of the Improvements which were included following items, if any, as are identified in determining writing by Xxxxxx prior to the appraised value of each Borrowing Base Property lie wholly within Lease Commencement Date: 14.2.1 Reversionary interests discovered during the boundaries and building restriction lines of such Borrowing Base Property, and no improvements on adjoining properties encroach upon the Borrowing Base Property, and no easements Due Diligence Period; 14.2.2 Liens or other encumbrances; and 14.2.3 Any other matters that would prevent Lessee from using the Leased Property for its intended purpose in accordance with the terms of this Lease. 14.3 Lessor covenants and agrees that any liens, encumbrances upon or other matters on the Borrowing Base Leased Property encroach upon any of the Improvements, so identified by Xxxxxx as to materially affect be unacceptable shall be settled, satisfied, or released by Lessor, at Lessor's sole cost and expense, prior to the value or marketability of the Borrowing Base Property except those which are insured against by the applicable Title Insurance PolicyLease Commencement Date. Lessor's failure to timely comply with said requirement shall be deemed an Unavoidable Delay for all purposes under this Lease until such requirement has been satisfied.

Property Condition. Except as could not reasonably be expected otherwise disclosed to have a Material Adverse Effect, Administrative Agent in writing: (a) the Plans are complete in all Borrowing Base Properties material respects, contain all necessary detail, are satisfactory to the applicable Loan Party, have been approved by all applicable Governmental Authorities and comply with all Requirements applicable Laws, restrictive covenants, rules and regulations; (b) no Borrowing Base Property is part of Lawa larger tract of property owned by a Loan Party, is otherwise included under any unity of title or similar covenant with other property not owned by a Loan Party, nor fails to constitute a separate tax lot or lots with a separate tax assessment or assessments for such Borrowing Base Property and Improvements, independent of those for any other property or improvements; (c) each Borrowing Base Property complies with all Laws, including all subdivision and platting requirements, without reliance on any adjoining or neighboring property; (bd) the Improvements comply with all Requirements of Law Laws regarding access and facilities for handicapped or disabled persons; (ce) no Group Member Loan Party has directly or indirectly conveyed, assigned, assigned or otherwise disposed of, of or transferred (or agreed to do so) any development rights, air rights, or other similar rights, privileges, or attributes with respect to any Borrowing Base PropertiesProperty, including those arising under any zoning or property use ordinance or other Requirements of Law; (df) all utility services necessary for the use of the Borrowing Base Properties and the Improvements and the operation thereof for their intended purpose are available at the Borrowing Base Propertysatisfactory; (eg) except as otherwise provided for or permitted in the Loan Documents, no Group Member Loan Party has made any a contract or arrangement of any kind the performance of which by the other party thereto would give rise to Liens a Lien on the any Borrowing Base PropertiesProperty; (f) no Borrowing Base Property is part of a larger tract of Real Property owned by the Borrower or any other Group Member or otherwise included under any unity of title or similar covenant with other Real 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 Real Property or improvements; (gh) the current and anticipated use of the each Borrowing Base Properties Property complies in all material respects with all applicable zoning ordinances, regulations, certificates of occupancy issued for the Borrowing Base Properties and restrictive covenants affecting the such Borrowing Base Properties Property without the existence of any variance, non-complying use, nonconforming use, or other special exception, all use restrictions of any Governmental Authority having jurisdiction have been satisfied, and no violation of any Requirements of Law or regulation exists with respect thereto; (h) all certifications, permits, licenses and approvals, including without limitation, certificates of completion and occupancy permits, required for the legal use, occupancy and operation of the Borrowing Base Properties have been obtained are in full force and effect; (i) the Borrowing Base Properties, including, without limitation, 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, are in good condition, order and repair in all material respects; there exists no structural or other material defects or damages in the Borrowing Base Properties, whether latent or otherwise, and Borrower has not received notice from any insurance company or bonding company of any defects or inadequacies in the Borrowing Base Properties, or any part thereof, thereto which would adversely affect the insurability of the same or could reasonably be expected to cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond; and (j) all of the Improvements which were included in determining the appraised value of each Borrowing Base a Material Property lie wholly within the boundaries and building restriction lines of such Borrowing Base Property, and no improvements on adjoining properties encroach upon the Borrowing Base Property, and no easements or other encumbrances upon the Borrowing Base Property encroach upon any of the Improvements, so as to materially affect the value or marketability of the Borrowing Base Property except those which are insured against by the applicable Title Insurance PolicyEvent.

Property Condition. (i) Landlord has fee simple title to the Property and, to Landlord’s actual knowledge, there are no liens or encumbrances on the Property other than Permitted Encumbrances; (ii) Except for that certain investigation of LRMC by federal officials relating to the origination and underwriting of a loan insured by the Federal Housing Administration as described in that certain Civil Investigative Demand from the Department of Justice dated February 12, 2016 and that certain Subpoena from the Department of Housing and Urban Development dated March 1, 2016, which has been disclosed to Tenant and does not involve Landlord (the “LRMC Investigation”), Landlord has not received written notice of violation or alleged violation of any Laws with respect to the Property; (iii) To Landlord’s actual knowledge, Landlord has not receive written notice of any condemnation, expropriation or other proceeding in eminent domain, pending or threatened, affecting the Property or any portion thereof or interest therein; (iv) Except for the LRMC Investigation and the lawsuit against LRMC brought by Lake Xxxxxx Transitional LTCH, LLC in the 345th Judicial District Court of Xxxxxx County, Texas (Cause No. D-1-GN-12-000983), to Landlord’s knowledge, there is no injunction, decree, order, writ or judgment outstanding, or any claim, litigation, administrative action or similar proceeding, pending or threatened, relating to the ownership, lease, use or occupancy of the Property or any portion thereof; (v) Landlord has not received written notice from any governmental authority or other entity having jurisdiction over the Property threatening a suspension, revocation, modification or cancellation of any certificates of occupancy, permits, licenses, franchises, approvals and authorizations (collectively, the “Real Property Permits”) of all governmental authorities, boards of underwriters, associations or any other entity having jurisdiction over the Property that are required or appropriate to use or occupy the Property. Landlord shall reasonably cooperate with Tenant, at Tenant’s sole cost, in obtaining any consents or approvals to the transfer of any Real Property Permits to the extent required; (vi) Landlord has not received any written notice of violation of any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting the Property; (vii) Except for the proposed increase by Xxxxxx Central Appraisal District in the assessed value of the Property in connection with 2016 ad valorem taxes as reflected in the notice of value a copy of which Landlord has delivered to Tenant prior to the date of this Lease, there is no pending or, to Landlord’s knowledge, threatened increase or special assessment or reassessment of any Taxes for the Property; (viii) Except as could shown in Landlord’s title insurance policy, Landlord has not reasonably be expected leased or otherwise granted to have a Material Adverse Effectany person the right to use or occupy the Property or any portion thereof, other than the Prior Lease which has been terminated as of the date of this Lease; (ix) To Landlord’s knowledge, there are no outstanding options, rights of first offer or rights of first refusal to purchase the Property or any portion thereof or interest therein; (x) Landlord has not received written notice that the Property is not in compliance with all Environmental Laws; (xi) Landlord has not stored, disposed of or arranged for disposal of any Hazardous Substance or Regulated Substances on the Property, except in compliance with applicable Environmental Laws; (xii) To the best of Landlord’s knowledge, there is no pending or threatened claim, action, cause of action, investigation or notice (written or oral) by any person or entity alleging potential liability (including, without limitation, potential liability for investigatory costs, cleanup costs, governmental response costs, natural resources damages, property damages, personal injuries, or penalties) arising out of, based on or resulting from (a) all Borrowing Base Properties comply with all Requirements the presence, or release into the environment, of Lawany Hazardous Substance, including all subdivision and platting requirementsRegulated Substances or USTs at any location which is or has been owned, without reliance on any adjoining leased or neighboring property; operated by Landlord or (b) circumstances forming the Improvements comply with all Requirements basis of Law regarding access and facilities for handicapped or disabled persons; (c) no Group Member has directly or indirectly conveyed, assignedany violation, or otherwise disposed ofalleged violation, or transferred (or agreed to do so) any development rights, air rights, or other similar rights, privileges, or attributes with respect to any Borrowing Base Properties, including those arising under any zoning or property use ordinance or other Requirements of Law; (d) all utility services necessary for the use of the Borrowing Base Properties and the Improvements and the operation thereof for their intended purpose are available at the Borrowing Base Property; (e) except as otherwise permitted in the Loan Documents, no Group Member has made any contract or arrangement of any kind Environmental Law (collectively, an “Environmental Claim”); (xiii) To Landlord’s knowledge, during the performance period Landlord has owned the Property and, to the knowledge of which by the other party thereto would give rise Landlord, prior to Liens on the Borrowing Base Properties; (f) no Borrowing Base Property is part of a larger tract of Real Property owned by the Borrower or any other Group Member or otherwise included under any unity of title or similar covenant with other Real 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 thereonownership, independent of those for any other Real Property or improvements; (g) the current and anticipated use of the Borrowing Base Properties complies in all material respects with all applicable zoning ordinances, regulations, certificates of occupancy issued for the Borrowing Base Properties and restrictive covenants affecting the Borrowing Base Properties without the existence of any variance, non-complying use, nonconforming use, or other special exception, all use restrictions of any Governmental Authority having jurisdiction there have been satisfiedno actions, and no violation of any Requirements of Law activities, circumstances, conditions, events or regulation exists with respect thereto; (h) all certifications, permits, licenses and approvals, including without limitation, certificates of completion and occupancy permits, required for the legal use, occupancy and operation of the Borrowing Base Properties have been obtained are in full force and effect; (i) the Borrowing Base Propertiesincidents, including, without limitation, all buildingsthe release, improvementsemission, parking facilitiesdischarge, sidewalkspresence or disposal of any Hazardous Substance or Regulated Substances, 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, are in good condition, order and repair in all material respects; there exists no structural that could form the basis of any violation of any Environmental Law by Landlord or other material defects or damages in the Borrowing Base Properties, whether latent or otherwiseTenant, and Borrower has Landlord does not received notice from any insurance company or bonding company know of any defects such actions, activities, circumstances, conditions, events or inadequacies in the Borrowing Base Properties, or any part thereof, which would adversely affect the insurability incidents prior to Landlord’ ownership of the same Property; and (xiv) Except as disclosed in that certain Phase I Environmental Site Assessment dated November 12, 2014 prepared by EMG, there are no (i) USTs located on the Property; (ii) collection dumps, pits, and disposal facilities or cause surface impoundments located on the imposition of extraordinary premiums Property; (iii) asbestos contained in or charges thereon or forming part of any termination or threatened termination facility of any policy of insurance or bondthe Property; and (jiv) all PCBs used or stored on the Property. As used in this Section 5.02, the phrases “to Landlord’s knowledge,” “to the best of Landlord’s knowledge” and words of similar import mean the actual knowledge of the Improvements which were included in determining the appraised value current executive officers of each Borrowing Base Property lie wholly within the boundaries and building restriction lines MedEquities Realty Trust, Inc. without any duty of such Borrowing Base Property, and no improvements on adjoining properties encroach upon the Borrowing Base Property, and no easements inquiry or other encumbrances upon the Borrowing Base Property encroach upon any of the Improvements, so as to materially affect the value or marketability of the Borrowing Base Property except those which are insured against by the applicable Title Insurance Policyinvestigation.

Property Condition. Except as could is not reasonably be expected likely to have result in a Material Adverse Effect, Property Event: (a) to the knowledge of the applicable Obligor, the Plans are complete in all Borrowing Base Properties material respects, contain all necessary detail, are satisfactory to the applicable Obligor, have been approved by all applicable Governmental Authorities and comply with all Requirements applicable Legal Requirements, restrictive covenants, rules and regulations; (b) no Collateral Property is part of Lawa larger tract of property owned by an Obligor, is otherwise included under any unity of title or similar covenant with other property not owned by an Obligor, nor fails to constitute a separate tax lot or lots with a separate tax assessment or assessments for such Collateral Property and the Improvements related thereto, independent of those for any other property or improvements; (c) each Collateral Property complies with all Legal Requirements, including all subdivision and platting requirements, without reliance on any adjoining or neighboring property; (bd) the Improvements comply with all Legal Requirements of Law regarding access and facilities for handicapped or disabled persons; (ce) no Group Member Obligor has directly or indirectly conveyed, assigned, assigned or otherwise disposed of, of or transferred (or agreed to do so) any development rights, air rights, or other similar rights, privileges, or attributes with respect to any Borrowing Base PropertiesCollateral Property, including those arising under any zoning or property use ordinance or other Requirements of LawLegal Requirement; (df) all utility services necessary for the use of the Borrowing Base Collateral Properties and the Improvements and the operation thereof for their intended purpose are available at the Borrowing Base Propertysatisfactory; (eg) except as otherwise permitted provided for in the Loan Documents, no Group Member Obligor has made any a contract or arrangement of any kind the performance of which by the other party thereto would give rise to Liens a Lien on the Borrowing Base Properties; (f) no Borrowing Base Property is part of a larger tract of Real Property owned by the Borrower or any other Group Member or otherwise included under any unity of title or similar covenant with other Real 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 Real Property or improvements; (g) the current and anticipated use of the Borrowing Base Properties complies in all material respects with all applicable zoning ordinances, regulations, certificates of occupancy issued for the Borrowing Base Properties and restrictive covenants affecting the Borrowing Base Properties without the existence of any variance, non-complying use, nonconforming use, or other special exception, all use restrictions of any Governmental Authority having jurisdiction have been satisfied, and no violation of any Requirements of Law or regulation exists with respect thereto; (h) all certifications, permits, licenses and approvals, including without limitation, certificates of completion and occupancy permits, required for the legal use, occupancy and operation of the Borrowing Base Properties have been obtained are in full force and effect; (i) the Borrowing Base Properties, including, without limitation, 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, are in good condition, order and repair in all material respects; there exists no structural or other material defects or damages in the Borrowing Base Properties, whether latent or otherwise, and Borrower has not received notice from any insurance company or bonding company of any defects or inadequacies in the Borrowing Base Properties, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond; and (j) all of the Improvements which were included in determining the appraised value of each Borrowing Base Property lie wholly within the boundaries and building restriction lines of such Borrowing Base Collateral Property, and no improvements on adjoining properties encroach upon the Borrowing Base Property, and no easements or other encumbrances upon the Borrowing Base Property encroach upon any of the Improvements, so as to materially affect the value or marketability of the Borrowing Base Property except those which are insured against by the applicable Title Insurance Policy.;

Property Condition. Except as could not reasonably be expected otherwise disclosed to have a Material Adverse Effect, Administrative Agent in writing (a) all Borrowing Base Properties comply with all Requirements of LawLaws, including all subdivision and platting requirements, without reliance on any adjoining or neighboring property; property except where the failure to comply could not reasonably be expected to cause a Material Property Event, (b) the Improvements comply with all Requirements of Law Laws regarding access and facilities for handicapped or disabled persons; persons except where the failure to comply could not reasonably be expected to cause a Material Property Event, (c) no Group Member neither Parent nor any of its Subsidiaries has 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 any Borrowing Base Properties, including those arising under any zoning or property use ordinance or other Requirements of Law; , (d) all utility services necessary for the use of the Borrowing Base Properties and the Improvements and the operation thereof for their intended purpose are available at the Borrowing Base Property; satisfactory, (e) except as otherwise permitted provided for in the Loan Documents, no Group Member neither Parent nor any of its Subsidiaries 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; , and (f) no Borrowing Base Property is part of a larger tract of Real Property owned by the Borrower or any other Group Member or otherwise included under any unity of title or similar covenant with other Real 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 Real Property or improvements; (g) the current and anticipated use of the Borrowing Base Properties complies in all material respects with all applicable zoning ordinances, regulations, certificates of occupancy issued for the Borrowing Base Properties and restrictive covenants affecting the Borrowing Base Properties without the existence of any variance, non-complying use, nonconforming use, or other special exception, all use restrictions of any Governmental Authority having jurisdiction have been satisfied, and no violation of any Requirements of Law or regulation exists with respect thereto; (h) all certifications, permits, licenses and approvals, including without limitation, certificates of completion and occupancy permits, required for thereto except where the legal use, occupancy and operation of the Borrowing Base Properties have been obtained are in full force and effect; (i) the Borrowing Base Properties, including, without limitation, 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, are in good condition, order and repair in all material respects; there exists no structural or other material defects or damages in the Borrowing Base Properties, whether latent or otherwise, and Borrower has failure to comply could not received notice from any insurance company or bonding company of any defects or inadequacies in the Borrowing Base Properties, or any part thereof, which would adversely affect the insurability of the same or reasonably be expected to cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond; and (j) all of the Improvements which were included in determining the appraised value of each Borrowing Base a Material Property lie wholly within the boundaries and building restriction lines of such Borrowing Base Property, and no improvements on adjoining properties encroach upon the Borrowing Base Property, and no easements or other encumbrances upon the Borrowing Base Property encroach upon any of the Improvements, so as to materially affect the value or marketability of the Borrowing Base Property except those which are insured against by the applicable Title Insurance PolicyEvent.

Property Condition. Except as could not reasonably be expected to have a Material Adverse Effect, (a) all Borrowing Base Properties comply with all Requirements of Law, including all subdivision and platting requirements, without reliance on any adjoining or neighboring property; (b) the Improvements on each Borrowing Base Property comply with all Requirements of Law regarding access and facilities for handicapped or disabled persons; (c) no Group Member has 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 any Borrowing Base Properties, including those arising under any zoning or property use ordinance or other Requirements of Law; (d) all utility services necessary for the use of the Borrowing Base Properties and the Improvements thereon and the operation thereof for their intended purpose are available at the Borrowing Base Property; (e) except as otherwise permitted in the Loan Documents, no Group Member 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; (f) no Borrowing Base Property is part of a larger tract of Real Property owned by the Borrower or any other Group Member or otherwise included under any unity of title or similar covenant with other Real 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 Real Property or improvements; (g) the current and anticipated use of the Borrowing Base Properties complies in all material respects with all applicable zoning ordinances, regulations, certificates of occupancy issued for the Borrowing Base Properties and restrictive covenants affecting the Borrowing Base Properties without the existence of any variance, non-complying use, nonconforming use, or other special exception, all use restrictions of any Governmental Authority having jurisdiction have been satisfied, and no violation of any Requirements of Law or regulation exists with respect thereto; (h) all certifications, permits, licenses and approvals, including without limitation, certificates of completion and occupancy permits, required for the legal use, occupancy and operation of the Borrowing Base Properties have been obtained are in full force and effect; (i) the Borrowing Base Properties, including, without limitation, 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, are in good condition, order and repair in all material respects; there exists no structural or other material defects or damages in the Borrowing Base Properties, whether latent or otherwise, and Borrower has not received notice from any insurance company or bonding company of any defects or inadequacies in the Borrowing Base Properties, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond; and (j) all of the Improvements which were included in determining the appraised value of each Borrowing Base Property lie wholly within the boundaries and building restriction lines of such Borrowing Base Property, and no improvements on adjoining properties encroach upon the Borrowing Base Property, and no easements or other encumbrances upon the Borrowing Base Property encroach upon any of the Improvements, so as to materially affect the value or marketability of the Borrowing Base Property except those which are insured against by the applicable Title Insurance Policy.all