Common use of Subject Property Clause in Contracts

Subject Property. (a) Each of the representations and warranties made by the Owner in any Security Document with respect to the Subject Property is true and correct in all material respects. (b) Except as disclosed on the survey provided to the Administrative Agent pursuant to Section 8.1 of this Agreement, the Subject Property is not located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such area, Owner has obtained and will maintain through the Maturity Date the insurance prescribed in Section 8.1 hereof. (c) To the Borrower’s knowledge, the Subject Property and the present use and occupancy thereof are in material compliance with all material zoning ordinances (without reliance upon adjoining or other properties), building codes, land use and Environmental Laws, and other similar laws (“Applicable Laws”). (d) The Subject Property (other than the Future Development Land) is served by all utilities required for the current or contemplated use thereof. The Subject Property has accepted or is equipped to accept such utility service. (e) All public roads and streets necessary for service of and access to the Subject Property (other than the Future Development Land) for the current or contemplated use thereof have been completed, and are open for use by the public. (f) Except as may be disclosed in the reports delivered to Administrative Agent pursuant to Section 8.1 hereof, Borrower is not aware of any material latent or patent structural or other significant deficiency of the Subject Property. The Subject Property is free of damage and waste that would materially and adversely affect the value of the Subject Property, is in good repair and to Borrower’s knowledge there is no deferred maintenance other than ordinary wear and tear. The Subject Property is free from damage caused by fire or other casualty. (g) To Borrower’s knowledge, except as may be disclosed in the reports delivered to Administrative Agent pursuant to Section 8.1 hereof, all liquid and solid waste disposal, septic and sewer systems located on the Subject Property are in a good and safe condition and repair and to Borrower’s knowledge, in material compliance with all Applicable Laws with respect to such systems. (h) All improvements on the Subject Property lie within the boundaries and building restrictions of the legal description of record of Subject Property, no improvements encroach upon easements benefiting the Subject Property other than encroachments that do not materially adversely affect the use or occupancy of the Subject Property and no improvements on adjoining properties encroach upon the Subject Property or easements benefiting the Subject Property other than encroachments that do not materially adversely affect the use or occupancy of the Subject Property. (i) There are no material delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the Subject Property except to the extent such items are being contested in good faith and as to which adequate reserves have been provided, except that Owner’s federal and Maryland income tax returns are on extension and certain tax returns of Borrower are on extension. Borrower agrees that all of its representations and warranties set forth in this Article 4 and elsewhere in this Agreement are true on the Agreement Effective Date in all material respects.

Subject Property. Upon and subject to the terms, covenants and conditions herein, Seller agrees to sell and convey to Purchaser, and Purchaser agrees to buy from Seller, the following items in subparagraphs (a) Each through (f) (collectively, the “Subject Property”): (a) The approximately 18,500 square foot building and interior leasehold fixtures/improvements situated on that tract or parcel of land having a street address of (*ADDRESS CONFIDENTIAL*) and being more particularly described on the attached Exhibit “A” (but not the land thereunder) subject only to the “Permitted Encumbrances” described on the attached Exhibit “B”; (b) All right, title and interest of Seller in and to all fixtures, equipment, finishes, window treatments, carpets, safety equipment, and other tangible items of personalty, used in the operation of the representations Subject Property (collectively, the “FFE”); (c) All right, title and warranties interest of Seller in and to (i) the security system, service, utility, and maintenance leases or contracts and other contracts, agreements and leases affecting the Subject Property to the extent said leases, contracts, and agreements are assignable by Seller and all deposits made pursuant thereto listed on Exhibit “C” (the “Contracts”) (but excluding the Ground Lease on the underlying Land which will be executed between some or all the parties hereto on the date of Closing hereof) and (ii) the deposits and other payments previously made under the Contracts, together with the right to receive the same; all of the foregoing shall be paid in full by Seller at closing or cancelled by Seller. Purchaser does not assume any obligations thereunder unless agreed to by Purchaser and except as disclosed on Exhibit “B”; (d) All transferable consents, authorizations, variances, waivers, licenses, permits and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity of instrumentality in respect of the Owner in any Security Document Subject Property, including, without limitation, those with respect to the Subject Property is true foundation, roof and correct in all material respects. roof equipment use, utilities, building, fire, life, safety, traffic and zoning Kdills/vcg/(*NAME CONFIDENTIAL*)/sales agreement.doc MAG - V. 8 FINAL Portions of this exhibits indicated by “(b) Except as disclosed on the survey provided to the Administrative Agent *[TEXT]*)” have been omitted pursuant to Section 8.1 of this Agreementa request for confidential treatment and such omitted portions have been filed separately with the Securities and Exchange Commission. (collectively, the Subject Property is not located in an area that has been identified “Approvals”) heretofore or hereafter held by or granted to Seller (but excluding the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 SOB license or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such area, Owner has obtained and will maintain through the Maturity Date the insurance prescribed in Section 8.1 hereof. (c*NAME CONFIDENTIAL*) To the Borrower’s knowledge, the Subject Property and the present use and occupancy thereof are in material compliance with all material zoning ordinances permits held by (without reliance upon adjoining or other properties*NAME CONFIDENTIAL*), building codes, land use and Environmental Laws, and other similar laws (“Applicable Laws”). (d) The Subject Property (other than the Future Development Land) is served by all utilities required for the current or contemplated use thereof. The Subject Property has accepted or is equipped to accept such utility service.; and (e) All public roads and streets necessary for service of and access that the owner has to the Subject Property (other than the Future Development Land) for the current or contemplated use thereof have been completed, and are open for use by the public. (f) Except as may be disclosed in the reports delivered to Administrative Agent pursuant to Section 8.1 hereof, Borrower extent that it is not aware of any material latent or patent structural or other significant deficiency available of the Subject Property. The Subject Property is free books, records, files, plans, specifications, surveys, environmental studies, roof equipment, maintenance records (for at least three (3) years), rental records, including delinquency reports, estoppel letters and engineering reports (collectively, the “Books”) of damage Seller in connection with the operation and waste that would materially and adversely affect the value of the Subject Property, is in good repair and to Borrower’s knowledge there is no deferred maintenance other than ordinary wear and tear. The Subject Property is free from damage caused by fire or other casualty. (g) To Borrower’s knowledge, except as may be disclosed in the reports delivered to Administrative Agent pursuant to Section 8.1 hereof, all liquid and solid waste disposal, septic and sewer systems located on the Subject Property are in a good and safe condition and repair and to Borrower’s knowledge, in material compliance with all Applicable Laws with respect to such systems. (h) All improvements on the Subject Property lie within the boundaries and building restrictions of the legal description of record of Subject Property, no improvements encroach upon easements benefiting the Subject Property other than encroachments that do not materially adversely affect the use or occupancy of the Subject Property and no improvements on adjoining properties encroach upon the Subject Property or easements benefiting the Subject Property other than encroachments that do not materially adversely affect the use or occupancy of the Subject Property. (if) There are no material delinquent taxesNotwithstanding anything above to the contrary, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the “Subject Property” includes the former lease between Seller and (*NAME CONFIDENTIAL*) (which will be terminated upon Closing of this transaction) but does not include the lease being entered into on this date between Seller and Purchaser wherein Purchaser is leasing the underlying Land upon which the Subject Property except to the extent such items are being contested in good faith and as to which adequate reserves have been provided, except that Owner’s federal and Maryland income tax returns are on extension and certain tax returns of Borrower are on extension. Borrower agrees that all of its representations and warranties set forth in this Article 4 and elsewhere in this Agreement are true on the Agreement Effective Date in all material respectsis located.

Subject Property. The Premises (aincluding all fixtures thereon and the appurtenances thereto) Each and the Personal Property owned by Seller and used or useful in connection with the operation and maintenance of the representations and warranties made by Premises are, together with the Owner in any Security Document with respect to the Subject Property is true and correct in all material respects. (b) Except as disclosed on the survey provided to the Administrative Agent pursuant to Section 8.1 of this Agreement, the Subject Property is not located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such area, Owner has obtained and will maintain through the Maturity Date the insurance prescribed in Section 8.1 hereof. (c) To the Borrower’s knowledge, the Subject Property and the present use and occupancy thereof are in material compliance with all material zoning ordinances (without reliance upon adjoining or other properties), building codes, land use and Environmental Laws, and other similar laws (“Applicable Laws”). (d) The Subject Property (other than the Future Development Land) is served by all utilities required for the current or contemplated use thereof. The Subject Property has accepted or is equipped to accept such utility service. (e) All public roads and streets necessary for service of and access to the Subject Property (other than the Future Development Land) for the current or contemplated use thereof have been completed, and are open for use by the public. (f) Except as may be disclosed in the reports delivered to Administrative Agent pursuant to Section 8.1 hereof, Borrower is not aware of any material latent or patent structural or other significant deficiency of the Subject Property. The Subject Property is free of damage and waste that would materially and adversely affect the value of the Subject Property, is in good repair and to Borrower’s knowledge there is no deferred maintenance other than ordinary wear and tear. The Subject Property is free from damage caused by fire or other casualty. (g) To Borrower’s knowledge, except as may be disclosed in the reports delivered to Administrative Agent pursuant to Section 8.1 hereof, all liquid and solid waste disposal, septic and sewer systems located on the Subject Property are in a good and safe condition and repair and to Borrower’s knowledge, in material compliance with all Applicable Laws with respect to such systems. (h) All improvements on the Subject Property lie within the boundaries and building restrictions of the legal description of record of Subject Property, no improvements encroach upon easements benefiting the Subject Property other than encroachments that do not materially adversely affect the use or occupancy of the Subject Property and no improvements on adjoining properties encroach upon the Subject Property or easements benefiting the Subject Property other than encroachments that do not materially adversely affect the use or occupancy of the Subject Property. (i) There are no material delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the Subject Property except to the extent such items are being contested in good faith and as to which adequate reserves have been provided, except that Owner’s federal and Maryland income tax returns are on extension and certain tax returns of Borrower are on extension. Borrower agrees that all of its representations and warranties hereinafter set forth in this Article 4 Article, referred to as the “Subject Property”. Also included in the Subject Property to the extent not hereinbefore set forth is all of Seller’s interest, if any, in and elsewhere to the following: 1.1 All right, title and interest in this Agreement are true and to all tenements, hereditaments, privileges, and appurtenances in any way belonging or appertaining to the Premises; 1.2 The Personal Property, if any, listed on Exhibit B attached hereto and made a part hereof; all sign structures, heating, ventilating, incinerating, lighting, plumbing, electrical, and air-conditioning fixtures and equipment; and all hot water heaters, furnaces, heating controls, motors, sprinkler and boiler pressure systems and equipment located in or on the Agreement Effective Date Premises for purposes of operating the Premises (as opposed to the operation of any of the businesses thereat); 1.3 All right, title and interest to land, if any, lying in the bed of any street, road, or avenue, open or proposed, at the foot of, adjoining or below the Premises to the center line of such street, road or avenue, and in and to any strips and gores adjoining the Premises; 1.4 All right, title and interest in and to all easements, and all permits, licenses and rights, whether or not of record, appurtenant to the Premises and the use of all strips and rights-of-way (including public and private vehicular and pedestrian rights-of-way), if any, abutting, adjacent, contiguous to or adjoining the Premises; 1.5 All right, title, and interest as landlord in all material respectsleases, licenses, and other agreements to occupy all or any part of the Premises, together with, and subject to the provisions of Article 9, all rents and other sums due, accrued or to become due (whether fixed rent, percentage rent, additional rent, real estate tax, common area or other maintenance charges and insurance premiums and all other similar reimbursements from tenants) under each such lease, license and agreement and all guarantees by third parties of the tenants’ obligations thereunder and all lease security deposits; 1.6 All right, title and interest, if any, in and to all contracts, unexpired warranties, guarantees, and sureties, received in connection with the construction, improvement, or equipment of the Premises set forth on Exhibit C attached hereto and made a part hereof (the “Contracts”); 1.7 All licenses, permits, certificates of occupancy, and franchises, if any, issued by any federal, state, county or municipal authority relating to the use, maintenance or operation of the Premises, running to, or in favor of, Seller or the Premises; and 1.8 All right, title and interest in and to all service and maintenance contracts, and equipment leases in connection with or used by Seller in the operation of the Premises.

Subject Property. (a) Each of the representations and warranties made by the Owner Borrower in any Security Document with respect to the Subject Property is true and correct in all material respects. (b) Except as disclosed on the survey provided to the Administrative Agent pursuant to Section 8.1 6.1 of this Agreement, the Subject Property is not located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such area, Owner Borrower has obtained and will maintain through the Maturity Date the insurance prescribed in Section 8.1 6.1 hereof. (c) To the Borrower’s knowledge, the Subject Property and the present use and occupancy thereof are in material compliance with all material zoning ordinances (without reliance upon adjoining or other properties), building codes, land use and Environmental Laws, and other similar laws (“Applicable Laws”). (d) The Neither the construction of the Improvements nor the use of the Subject Property when completed as an office and laboratory research facility and the contemplated accessory uses will materially violate (i) any Applicable Laws, or (ii) any building permits, restrictions of record, or agreements affecting the Subject Property or any part thereof. Without limiting the foregoing, all consents, licenses and permits and all other than the Future Development Landmaterial authorizations or approvals (collectively, “Governmental Approvals”) is served by all utilities required for the current state of Construction in accordance with the Plans and Specifications have been obtained or contemplated use thereof. The will be obtained prior to the Closing Date, and all Applicable Laws relating to the Construction and operation of the Improvements have been complied with and all material permits and licenses required for the operation of the Subject Property has accepted or which cannot be obtained until such Construction is equipped to accept such utility servicecompleted can be obtained if the Improvements are completed in accordance with the Plans and Specifications. (e) The Subject Property will have adequate water, gas and electrical supply, storm and sanitary sewerage facilities, other required public utilities, fire and police protection, and means of access between the Subject Property and public highways; none of the foregoing will be foreseeably delayed or impeded by virtue of any requirements under any Applicable Laws. (f) All public roads and streets necessary for service of and access to the Subject Property (other than the Future Development Land) for the current or contemplated use thereof have been completed, and are open for use by the public. (fg) Except as may be disclosed in To the reports delivered to Administrative Agent pursuant to Section 8.1 hereofBorrower’s knowledge, Borrower is not aware (i) no condemnation of any material latent or patent structural or other significant deficiency of the Subject Property. The Subject Property is free of damage and waste that would materially and adversely affect the value portion of the Subject Property, is in good repair (ii) no condemnation or relocation of any roadways abutting the Subject Property, and (iii) no proceeding to Borrower’s knowledge there is no deferred maintenance other than ordinary wear and tear. The Subject Property is free from damage caused by fire or other casualty. (g) To Borrower’s knowledge, except as may be disclosed in the reports delivered deny access to Administrative Agent pursuant to Section 8.1 hereof, all liquid and solid waste disposal, septic and sewer systems located on the Subject Property are in a good and safe condition and repair and from any point or planned point of access to Borrower’s knowledgethe Subject Property, in material compliance with all Applicable Laws with respect to such systemshas commenced or is contemplated by any Governmental Authority. (h) All improvements The amounts set forth in the Budget present a full and complete itemization by category of all costs, expenses and fees which Borrower reasonably expects to pay or reasonably anticipates becoming obligated to pay to complete the Construction and operate the Subject Property (until the Subject Property achieves breakeven operations). Borrower is unaware of any other such costs, expenses or fees which are material and are not covered by the Budget. (i) Borrower has not made any material contract or arrangement, the performance of which by the other party thereto could give rise to a lien on the Subject Property lie or any portion thereof, except for the Permitted Exceptions, the Leases and its agreements with the General Contractor, the Architect, certain consultancy agreements and their agreements with various subcontractors and material suppliers, all of which have been disclosed in writing to the Administrative Agent or are set forth in the Budget. (j) The Subject Property is taxed separately without regard to any other property and for all purposes the Subject Property may be mortgaged and conveyed as an independent parcel. (k) Borrower has not entered into any Leases, subleases or other arrangements for occupancy of space within the boundaries and building restrictions of the legal description of record of Subject Property, no improvements encroach upon easements benefiting the Subject Property other than encroachments that do as delivered to Administrative Agent. True, correct and complete copies of all Leases, as amended, have been delivered to Administrative Agent and constitute the legal, valid and binding obligations of Borrower, enforceable in accordance with their respective terms. All Leases are in full force and effect. Borrower is not materially adversely affect in default under any Lease and Borrower has disclosed to Lenders in writing any material default, of which Borrower has knowledge, by the use tenant under any Lease. (l) When the Construction is completed in accordance with the Plans and Specifications, no building or occupancy of the Subject Property and no improvements on adjoining properties other improvement will encroach upon the Subject Property any property line, building line, setback line, side yard line or easements benefiting the Subject Property any recorded or visible easement (or other than encroachments that do not materially adversely affect the use easement of which Borrower is aware or occupancy of has reason to believe may exist) with respect to the Subject Property. (im) There To the Borrower’s knowledge, there are no material delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the Subject Property except to the extent such items are being contested in good faith and as to which adequate reserves have been provided. (n) Except as may be disclosed in the reports delivered to Administrative Agent pursuant to Section 6.1 hereof, Borrower is not aware of any material latent or patent structural or other significant deficiency of the Subject Property. The Subject Property is free of damage and waste that would materially and adversely affect the value of the Subject Property. The Subject Property is free from damage caused by fire or other casualty. (o) To Borrower’s knowledge, except that Owner’s federal as may be disclosed in the reports delivered to Administrative Agent pursuant to Section 7.1 hereof, all liquid and Maryland income tax returns are on extension solid waste disposal, septic and certain tax returns of Borrower are on extension. Borrower agrees that all of its representations and warranties set forth in this Article 4 and elsewhere in this Agreement are true sewer systems located on the Agreement Effective Date Subject Property are in a good and safe condition and repair and to Borrower’s knowledge, in material compliance with all material respectsApplicable Laws with respect to such systems.

Subject Property. Upon and subject to the terms, covenants and conditions herein, Seller agrees to sell and convey to Purchaser, and Purchaser agrees to buy from Seller, the following items in subparagraphs (a) Each through (f) (collectively, the “Subject Property”): (a) The approximately 18,500 square foot building and interior leasehold fixtures/improvements situated on that tract or parcel of land having a street address of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and being more particularly described on the attached Exhibit “A” (but not the land thereunder) subject only to the “Permitted Encumbrances” described on the attached Exhibit “B”; (b) All right, title and interest of Seller in and to all fixtures, equipment, finishes, window treatments, carpets, safety equipment, and other tangible items of personalty, used in the operation of the representations Subject Property (collectively, the “FFE”); (c) All right, title and warranties interest of Seller in and to (i) the security system, service, utility, and maintenance leases or contracts and other contracts, agreements and leases affecting the Subject Property to the extent said leases, contracts, and agreements are assignable by Seller and all deposits made pursuant thereto listed on Exhibit “C” (the “Contracts”) (but excluding the Ground Lease on the underlying Land which will be executed between some or all the parties hereto on the date of Closing hereof) and (ii) the deposits and other payments previously made under the Contracts, together with the right to receive the same; all of the foregoing shall be paid in full by Seller at closing or cancelled by Seller. Purchaser does not assume any obligations thereunder unless agreed to by Purchaser and except as disclosed on Exhibit “B”; (d) All transferable consents, authorizations, variances, waivers, licenses, permits and approvals from any governmental or quasi-governmental agency, department, board, commission, bureau or other entity of instrumentality in respect of the Owner in any Security Document Subject Property, including, without limitation, those with respect to the Subject Property is true foundation, roof and correct in all material respects. roof equipment use, utilities, building, fire, life, safety, traffic and zoning (b) Except as disclosed on the survey provided to the Administrative Agent pursuant to Section 8.1 of this Agreementcollectively, the Subject Property is not located in an area that has been identified “Approvals”) heretofore or hereafter held by or granted to Seller (but excluding the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 SOB license or the Flood Disaster Protection Act of 1973TABC permits held by TTNA, as amended, or any successor law, or, if located within any such area, Owner has obtained and will maintain through the Maturity Date the insurance prescribed in Section 8.1 hereof. (c) To the Borrower’s knowledge, the Subject Property and the present use and occupancy thereof are in material compliance with all material zoning ordinances (without reliance upon adjoining or other propertiesInc.), building codes, land use and Environmental Laws, and other similar laws (“Applicable Laws”). (d) The Subject Property (other than the Future Development Land) is served by all utilities required for the current or contemplated use thereof. The Subject Property has accepted or is equipped to accept such utility service.; and (e) All public roads and streets necessary for service of and access that the owner has to the Subject Property (other than the Future Development Land) for the current or contemplated use thereof have been completed, and are open for use by the public. (f) Except as may be disclosed in the reports delivered to Administrative Agent pursuant to Section 8.1 hereof, Borrower extent that it is not aware of any material latent or patent structural or other significant deficiency available of the Subject Property. The Subject Property is free books, records, files, plans, specifications, surveys, environmental studies, roof equipment, maintenance records (for at least three (3) years), rental records, including delinquency reports, estoppel letters and engineering reports (collectively, the “Books”) of damage Seller in connection with the operation and waste that would materially and adversely affect the value of the Subject Property, is in good repair and to Borrower’s knowledge there is no deferred maintenance other than ordinary wear and tear. The Subject Property is free from damage caused by fire or other casualty. (g) To Borrower’s knowledge, except as may be disclosed in the reports delivered to Administrative Agent pursuant to Section 8.1 hereof, all liquid and solid waste disposal, septic and sewer systems located on the Subject Property are in a good and safe condition and repair and to Borrower’s knowledge, in material compliance with all Applicable Laws with respect to such systems. (h) All improvements on the Subject Property lie within the boundaries and building restrictions of the legal description of record of Subject Property, no improvements encroach upon easements benefiting the Subject Property other than encroachments that do not materially adversely affect the use or occupancy of the Subject Property and no improvements on adjoining properties encroach upon the Subject Property or easements benefiting the Subject Property other than encroachments that do not materially adversely affect the use or occupancy of the Subject Property. (if) There are no material delinquent taxesNotwithstanding anything above to the contrary, ground rentsthe “Subject Property” includes the former lease between Seller and TTNA, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting Inc (which will be terminated upon Closing of this transaction) but does not include the lease being entered into on this date between Seller and Purchaser wherein Purchaser is leasing the underlying Land upon which the Subject Property except to the extent such items are being contested in good faith and as to which adequate reserves have been provided, except that Owner’s federal and Maryland income tax returns are on extension and certain tax returns of Borrower are on extension. Borrower agrees that all of its representations and warranties set forth in this Article 4 and elsewhere in this Agreement are true on the Agreement Effective Date in all material respectsis located.

Subject Property. (a) Each of the representations and warranties made by the Owner Borrower in any Security Document with respect to the Subject Property is true and correct in all material respects. (b) Except as disclosed on the survey provided to the Administrative Agent pursuant to Section 8.1 6.1 of this Agreement, the Subject Property is not located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 or the Flood Disaster Protection Act of 1973, as amended, or any successor law, or, if located within any such area, Owner Borrower has obtained and will maintain through the Maturity Date the insurance prescribed in Section 8.1 6.1 hereof. (c) To the Borrower’s knowledge, the Subject Property and the present use and occupancy thereof are in material compliance with all material zoning ordinances (without reliance upon adjoining or other properties), building codes, land use and Environmental Laws, and other similar laws (“Applicable Laws”). (d) The Neither the construction of the Improvements nor the use of the Subject Property when completed as an office and laboratory research facility and the contemplated accessory uses will materially violate (i) any Applicable Laws, or (ii) any building permits, restrictions of record, or agreements affecting the Subject Property or any part thereof. Without limiting the foregoing, all consents, licenses and permits and all other than the Future Development Landmaterial authorizations or approvals (collectively, “Governmental Approvals”) is served by all utilities required for the current state of Construction in accordance with the Plans and Specifications have been obtained or contemplated use thereof. The will be obtained prior to the Closing Date, and all Applicable Laws relating to the Construction and operation of the Improvements have been complied with and all material permits and licenses required for the operation of the Subject Property has accepted or which cannot be obtained until such Construction is equipped to accept such utility servicecompleted can be obtained if the Improvements are completed in accordance with the Plans and Specifications. (e) The Subject Property will have adequate water, gas and electrical supply, storm and sanitary sewerage facilities, other required public utilities, fire and police protection, and means of access between the Subject Property and public highways; none of the foregoing will be foreseeably delayed or impeded by virtue of any requirements under any applicable Laws. (f) All public roads and streets necessary for service of and access to the Subject Property (other than the Future Development Land) for the current or contemplated use thereof have been completed, and are open for use by the public. (fg) Except as may be disclosed in To the reports delivered to Administrative Agent pursuant to Section 8.1 hereofBorrower’s knowledge, Borrower is not aware (i) no condemnation of any material latent or patent structural or other significant deficiency of the Subject Property. The Subject Property is free of damage and waste that would materially and adversely affect the value portion of the Subject Property, is in good repair (ii) no condemnation or relocation of any roadways abutting the Subject Property, and (iii) no proceeding to Borrower’s knowledge there is no deferred maintenance other than ordinary wear and tear. The Subject Property is free from damage caused by fire or other casualty. (g) To Borrower’s knowledge, except as may be disclosed in the reports delivered deny access to Administrative Agent pursuant to Section 8.1 hereof, all liquid and solid waste disposal, septic and sewer systems located on the Subject Property are in a good and safe condition and repair and from any point or planned point of access to Borrower’s knowledgethe Subject Property, in material compliance with all Applicable Laws with respect to such systemshas commenced or is contemplated by any Governmental Authority. (h) All improvements The amounts set forth in the Budget present a full and complete itemization by category of all costs, expenses and fees which Borrower reasonably expects to pay or reasonably anticipates becoming obligated to pay to complete the Construction and operate the Subject Property (until the Subject Property achieves breakeven operations). Borrower is unaware of any other such costs, expenses or fees which are material and are not covered by the Budget. (i) Borrower has not made any material contract or arrangement, the performance of which by the other party thereto could give rise to a lien on the Subject Property lie or any portion thereof, except for the Permitted Exceptions, the Leases and its agreements with the General Contractor, the Architect, certain consultancy agreements and their agreements with various subcontractors and material suppliers, all of which have been disclosed in writing to the Administrative Agent or are set forth in the Budget. (j) The Subject Property is taxed separately without regard to any other property and for all purposes the Subject Property may be mortgaged and conveyed as an independent parcel. (k) Borrower has not entered into any Leases, subleases or other arrangements for occupancy of space within the boundaries and building restrictions of the legal description of record of Subject Property, no improvements encroach upon easements benefiting the Subject Property other than encroachments that do as delivered to Administrative Agent. True, correct and complete copies of all Leases, as amended, have been delivered to Administrative Agent and constitute the legal, valid and binding obligations of Borrower, enforceable in accordance with their respective terms. All Leases are in full force and effect. Borrower is not materially adversely affect in default under any Lease and Borrower has disclosed to Lenders in writing any material default, of which Borrower has knowledge, by the use tenant under any Lease. (l) When the Construction is completed in accordance with the Plans and Specifications, no building or occupancy of the Subject Property and no improvements on adjoining properties other improvement will encroach upon the Subject Property any property line, building line, setback line, side yard line or easements benefiting the Subject Property any recorded or visible easement (or other than encroachments that do not materially adversely affect the use easement of which Borrower is aware or occupancy of has reason to believe may exist) with respect to the Subject Property. (im) There To the Borrower’s knowledge, there are no material delinquent taxes, ground rents, water charges, sewer rents, assessments, insurance premiums, leasehold payments, or other outstanding charges affecting the Subject Property except to the extent such items are being contested in good faith and as to which adequate reserves have been provided. (n) Except as may be disclosed in the reports delivered to Administrative Agent pursuant to Section 6.1 hereof, Borrower is not aware of any material latent or patent structural or other significant deficiency of the Subject Property. The Subject Property is free of damage and waste that would materially and adversely affect the value of the Subject Property. The Subject Property is free from damage caused by fire or other casualty. (o) To Borrower’s knowledge, except that Owner’s federal as may be disclosed in the reports delivered to Administrative Agent pursuant to Section 7.1 hereof, all liquid and Maryland income tax returns are on extension solid waste disposal, septic and certain tax returns of Borrower are on extension. Borrower agrees that all of its representations and warranties set forth in this Article 4 and elsewhere in this Agreement are true sewer systems located on the Agreement Effective Date Subject Property are in a good and safe condition and repair and to Borrower’s knowledge, in material compliance with all material respectsapplicable Laws with respect to such systems.