Common use of Individual Properties Clause in Contracts

Individual Properties. 6.17.1 Each of the Property Owners possesses such Licenses and Permits issued by the appropriate federal, state, or local regulatory agencies or bodies necessary to own and operate each Individual Property, except where the failure to possess any such License or Permit would not have a Material Adverse Effect. The Property Owners are in material compliance with the terms and conditions of all such Licenses and Permits, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. All of the Licenses and Permits are valid and in full force and effect, except where the invalidity of such Licenses and Permits or the failure of such Licenses and Permits to be in full force and effect would not result in a Material Adverse Effect. Neither the Borrower nor any of the Property Owners has received any notice of proceedings relating to the revocation or modification of any such Licenses and Permits which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. 6.17.2 Except to the extent the failure of the following to be true would not result in a Material Adverse Effect, (i) the Property Owners have either (x) fee simple title to the Individual Properties, (y) a land estate interest for a specified number of years in the Individual Properties, or (z) a leasehold estate interest in the Individual Properties; (ii) the interests of the Property Owners in the Individual Properties are not subject to any Liens securing the repayment of money except for those securing the repayment of the Subsidiary Debt, as set forth in Schedule 6.17.7, and (iii) each land estate remainderman interest and lessor interest under a Ground Lease is not, directly or indirectly, owned or controlled by a Loan Party, Borrower Subsidiary or other Loan Party; 6.17.3 Except to the extent the failure of the following to be true would not result in a Material Adverse Effect, (i) to the best of Borrower's Knowledge and except as otherwise disclosed in those reports identified on Schedule 6.17.3, each Individual Property is free of any Hazardous Materials in violation of any Environmental Laws applicable to such property; (ii) none of the Property Owners or Borrower has received any notice of a claim under or pursuant to any Environmental Laws applicable to an Individual Property or under common law pertaining to Hazardous Materials on or originating from any Individual Property; and (iii) none of the Property Owners or Borrower has received any notice from any Governmental Authority claiming any material violation of any Environmental Laws that is uncured or unremediated as of the date hereof; 6.17.4 Except as set forth on Schedule 6.17.4, the mortgages and deeds of trust encumbering the Individual Properties of any Property Owners are not cross-defaulted or cross-collateralized to any Individual Property owned by any other Property Owners; 6.17.5 Except to the extent the failure of the following to be true would not result in a Material Adverse Effect, (i) with respect to the Individual Properties, each Lease is in full force and effect, (ii) except as set forth in Schedule 6.17.5, to the best of Borrower's Knowledge, none of the Property Owners is in default in the performance of any material obligation under any Lease and Borrower has no Knowledge of any circumstances which, with the passage of time or the giving of notice, or both, would constitute an event of default by any party under any of the Leases, (iii) except as set forth in Schedule 6.17.5, to the best of Borrower's Knowledge, no tenant is in monetary default beyond thirty (30) days or material non-monetary default under its Lease, (iv) except as otherwise expressly set forth in Schedule 6.17.5, to the best of Borrower's Knowledge, there are no actions, voluntary or involuntary, pending against any tenant under a Lease under any bankruptcy or insolvency laws, (v) none of the Leases and none of the rents or other amounts payable thereunder has been assigned, pledged or encumbered by any of the Property Owners or any other Person, except in connection with financing secured by the applicable Individual Property (the foregoing schedule, as updated from time to time as provided herein, being referred to herein as the "Lease Schedule"). 6.17.6 Except to the extent the failure of the following to be true would not result in a Material Adverse Effect, (i) each Ground Lease is valid, binding and in full force and effect as against the applicable Property Owners and, to the best of Borrower's Knowledge, the other party thereto, (ii) except for tenants under the Leases and except in connection with security relating to the Subsidiary Debt, none of the Ground Leases is subject to any pledge, lien, assignment, license or other agreement granting to any third party any interest therein or any right to the use or occupancy of any premises leased thereunder, and (iii) no payments under any Ground Lease are delinquent and no notice of default thereunder has been sent or received by any Loan Party which has not been cured or waived prior to the date hereof, and to the best of Borrower's Knowledge, there does not exist under any of the Ground Leases any default by any Property Owners or any event which merely with notice or lapse of time or both, would constitute such a default by any of the Property Owners. 6.17.7 Schedule 6.17.7 accurately details in all material respects the approximate amount, term, and interest rate applicable to all Subsidiary Debt encumbering the (the foregoing schedule, as updated from time to time as provided herein, the "Subsidiary Debt Schedule"). Except as noted on Schedule 6.17.7, no notice of default thereunder has been sent or received by any Loan Party which has not been cured or waived prior to the date hereof, and to the best of the Borrower's Knowledge, there does not exist with respect to any Subsidiary Debt any default by any Property Owners or any event which merely with notice or lapse of time or both, would constitute such a default by any of the Property Owners. None of the Borrower, any Loan Party, any Borrower Subsidiary, or any other Loan Party owns, directly or indirectly, any material interest in any Subsidiary Debt. 6.17.8 Each of the Property Owners is treated as a partnership for federal income tax purposes and does not constitute a publicly traded partnership within the meaning of Section 7704 of the Code. 6.17.9 Each of the Property Owners possesses valid owner's policy title insurance from title insurers of recognized financial responsibility on each of the Individual Properties in amounts not less than the original purchase price of such properties, and such title insurance is in full force and effect.

Individual Properties. 6.17.1 (1) Each of the Property Owners Net Lease Partnerships possesses such Licenses and Permits issued by the appropriate federal, state, or local regulatory agencies or bodies necessary to own and operate each Individual Property, except where the failure to possess any such License or Permit would not have a Material Adverse Effect. The Property Owners Net Lease Partnerships are in material compliance with the terms and conditions of all such Licenses and Permits, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. All of the Licenses and Permits are valid and in full force and effect, except where the invalidity of such Licenses and Permits or the failure of such Licenses and Permits to be in full force and effect would not result in a Material Adverse Effect. Neither the Borrower nor any of the Property Owners Net Lease Partnerships has received any notice of proceedings relating to the revocation or modification of any such Licenses and Permits which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. 6.17.2 (2) Except to the extent the failure of the following to be true would not result in a Material Adverse Effect, (i) the Property Owners Net Lease Partnerships have either (x) fee simple title to the Individual Properties, (y) a land estate interest for a specified number of years in the Individual Properties, or (z) a leasehold estate interest in the Individual Properties, as set forth in Schedule 6.1.18(ii)(i); (ii) the interests of the Property Owners Net Lease Partnerships in the Individual Properties are not subject to any Liens securing the repayment of money except for those securing the repayment of (x) the Subsidiary First Mortgage Debt, as set forth in Schedule 6.17.76.1.18(ii)(ii)(x), (y) the Other Second Mortgage Debt, as set forth in Schedule 6.1.18(ii)(ii)(y), or (z) the NMLP Securitized Notes, as set forth in Schedule 6.1.18(ii)(ii)(z); and (iii) except as set forth in Schedule 6.1.18(ii)(iii), each land estate remainderman interest and lessor interest under a Ground Lease is not, directly or indirectly, owned or controlled by a Loan Party, Borrower Subsidiary or other Loan Party▇▇▇▇▇▇▇ Group Entity; 6.17.3 (3) Except to the extent the failure of the following to be true would not result in a Material Adverse Effect, (i) to the best of BorrowerNMLP's Knowledge and except as otherwise disclosed in those reports identified on Schedule 6.17.3Knowledge, each Individual Property is free of any Hazardous Materials in violation of any Environmental Laws applicable to such property; (ii) none of the Property Owners Net Lease Partnerships or Borrower has received any notice of a claim under or pursuant to any Environmental Laws applicable to an Individual Property or under common law pertaining to Hazardous Materials on or originating from any Individual Property; and (iii) none of the Property Owners Net Lease Partnerships or Borrower NMLP has received any notice from any Governmental Authority claiming any material violation of any Environmental Laws that is uncured or unremediated as of the date hereof; 6.17.4 Except as set forth on Schedule 6.17.4, the (4) The mortgages and deeds of trust encumbering the Individual Properties of any Property Owners Net Lease Partnerships are not cross-defaulted or cross-cross- collateralized to any Individual Property owned by any other Property OwnersNet Lease Partnerships; 6.17.5 (5) Except to the extent the failure of the following to be true would not result in a Material Adverse Effect, (i) with respect to the Individual Properties, each Lease is in full force and effect, (ii) except as set forth in Schedule 6.17.56.1.18(v), to the best of BorrowerNMLP's Knowledge, none of the Property Owners Net Lease Partnerships is in default in the performance of any material obligation under any Lease and Borrower NMLP has no Knowledge of any circumstances which, with the passage of time or the giving of notice, or both, would constitute an event of default by any party under any of the Leases, (iii) except as set forth in Schedule 6.17.56.1.18(v), to the best of BorrowerNMLP's Knowledge, no tenant is in monetary default beyond thirty (30) 30 days or material non-monetary nonmonetary default under its Lease, (iv) except as otherwise expressly set forth in Schedule 6.17.56.1.18(v), to the best of BorrowerNMLP's Knowledge, there are no actions, voluntary or involuntary, pending against any tenant under a Lease under any bankruptcy or insolvency laws, (v) none of the Leases and none of the rents or other amounts payable thereunder has been assigned, pledged or encumbered by any of the Property Owners Net Lease Partnerships or any other Person, except in connection with financing secured by the applicable Individual Property Property, (vi) the basic terms and conditions of each Lease are set forth in Schedule 6.1.18(v)(vi) (the foregoing schedule, as updated from time to time as provided herein, being referred to herein as the "Lease Schedule"), and (vii) each Master Lease which was entered into, or assumed, by any Net Lease Partnership has merged into the applicable Sublease by operation of law, such that the tenant as to which the credit rating is provided, is obligated directly to the applicable Net Lease Partnership under the Lease for the payment of the rent due under the Lease. 6.17.6 (6) Except to the extent the failure of the following to be true would not result in a Material Adverse Effect, (i) each Ground Lease is valid, binding and in full force and effect as against the applicable Property Owners Net Lease Partnerships and, to the best of BorrowerNMLP's Knowledge, the other party thereto, (ii) except for tenants under the Leases and except in connection with security relating to the Subsidiary Mortgage Debt, none of the Ground Leases is subject to any pledge, lien, assignment, license or other agreement granting to any third party any interest therein or any right to the use or occupancy of any premises leased thereunder, and (iii) no payments under any Ground Lease are delinquent and no notice of default thereunder has been sent or received by any Loan Party which has not been cured or waived prior to the date hereof, and to the best of BorrowerNMLP's Knowledge, there does not exist under any of the Ground Leases any default by any Property Owners Net Lease Partnerships or any event which merely with notice or lapse of time or both, would constitute such a default by any of the Property OwnersNet Lease Partnerships, and (iv) the basic terms and conditions of each Ground Lease are set forth in Schedule 6.1.18(vi) and Schedule 2.6.4, including, without limitation, all such Ground Lease Extension Options (x) which have been exercised as of the Closing Date and (y) as to which the final date to exercise such Ground Lease Extension Option is within the next twelve (12) months (including all applicable dates by which notices must be provided in connection with the exercise of same) (the foregoing schedule, as updated from time to time as provided herein, being referred to as the "Ground Lease Extension Option Schedule"). 6.17.7 (7) Except to the extent the failure of the following to be true would not result in a Material Adverse Effect, (i) each Ownership Interest Agreement relating to a Remainder Ground Lease Option is valid, binding and in full force and effect as against the applicable Net Lease Partnerships and, to the best of NMLP's Knowledge, the other party thereto, (ii) except for tenants under the Leases and except in connection with security relating to the Mortgage Debt, none of the Remainder Ground Lease Options is subject to any pledge, lien, assignment, license or other agreement granting to any third party any interest therein or any right to the use or occupancy of any premises leased thereunder, (iii) no payments under any Ownership Interest Agreement relating to a Remainder Ground Lease Option are delinquent and no notice of default thereunder has been sent or received by any NMLP Loan Party which has not been cured or waived prior to the date hereof, and to the best of NMLP's Knowledge, there does not exist under any of the Ownership Interest Agreements relating to the Remainder Ground Lease Options any default by any Net Lease Partnerships or any event which merely with notice or lapse of time or both, would constitute such a default by any of the Net Lease Partnerships, and (iv) the basic terms and conditions of each Remainder Ground Lease Option are set forth in Schedule 6.17.7 6.1.18(vii) and Schedule 2.6.4, including, without limitation, all such Remainder Ground Lease Options (x) which have been exercised as of the Closing Date and (y) as to which the final date to exercise such Remainder Ground Lease Option is within the next twelve (12) months (including all applicable dates by which notices must be provided in connection with the exercise of same) (the foregoing schedule, as updated from time to time as provided herein, being referred to as the "Remainder Ground Lease Option Schedule"). (8) Schedule 6.1.18(viii) accurately details in all material respects the approximate amount, term, and interest rate applicable to all Subsidiary Mortgage Debt encumbering the Individual Properties (the foregoing schedule, as updated from time to time as provided herein, the "Subsidiary Mortgage Debt Schedule"). Except as noted on Schedule 6.17.76.1.18(viii), no notice of default thereunder has been sent or received by any Loan Party which has not been cured or waived prior to the date hereof, and to the best of the Borrower's Knowledge, there does not exist with respect to any Subsidiary Mortgage Debt any default by any Property Owners Net Lease Partnerships or any event which merely with notice or lapse of time or both, would constitute such a default by any of the Property OwnersNet Lease Partnerships. None Except for ownership of the BorrowerE Certificate Representing First Mortgage Interest (in the GMAC Mortgage Loan), the F Certificate Representing First Mortgage Interest (in the GMAC Mortgage Loan), the G Certificate Representing First Mortgage Interest (in the GMAC Mortgage Loan), and the interests held in the Grantor Trust by T-Two representing ownership of the Securitized Notes and the Mortgage Debt set forth in Schedule 6.1.18(viii)(b), neither NMLP, any NMLP Loan Party, any Borrower NMLP Subsidiary, or nor any other Loan Party ▇▇▇▇▇▇▇ Group Entity owns, directly or indirectly, any material interest in any Subsidiary Mortgage Debt. 6.17.8 (9) Each of the Property Owners Net Lease Partnerships is treated as a partnership for federal income tax purposes and does not constitute a publicly traded partnership within the meaning of Section 7704 of the Code. 6.17.9 (10) Each of the Property Owners Net Lease Partnerships possesses valid owner's policy title insurance from title insurers of recognized financial responsibility on each of the Individual Properties in amounts not less than the original purchase price of such properties, and such title insurance is in full force and effect. (11) Except as set forth in Schedule 6.1.18(xi), as to any of the Individual Properties, there is not pending the exercise of any Economic Discontinuance Rights by any tenants.

Individual Properties. 6.17.1 (a) Each of the Property Owners Net Lease Partnerships possesses such Licenses and Permits issued by the appropriate federal, state, or local regulatory agencies or bodies necessary to own and operate each Individual Property, except where the failure to possess any such License or Permit would not have a Material Adverse Effect. The Property Owners Net Lease Partnerships are in material compliance with the terms and conditions of all such Licenses and Permits, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. All of the Licenses and Permits are valid and in full force and effect, except where the invalidity of such Licenses and Permits or the failure of such Licenses and Permits to be in full force and effect would not result in a Material Adverse Effect. Neither the Borrower nor any of the Property Owners Net Lease Partnerships has received any notice of proceedings relating to the revocation or modification of any such Licenses and Permits which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. 6.17.2 (b) Except to the extent the failure of the following to be true would not result in a Material Adverse Effect, (i) the Property Owners Net Lease Partnerships have either (x) fee simple title to the Individual Properties, (y) a land estate interest for a specified number of years in the Individual Properties, or (z) a leasehold estate interest in the Individual Properties, as set forth in Schedule 6.1.18(b)(i); (ii) the interests of the Property Owners Net Lease Partnerships in the Individual Properties are not subject to any Liens securing the repayment of money except for those securing the repayment of (x) the Subsidiary First Mortgage Debt, as set forth in Schedule 6.17.76.1.18(b)(ii)(x), (y) the Other Second Mortgage Debt, as set forth in Schedule 6.1.18(b)(ii)(y), or (z) the NMLP Securitized Notes, as set forth in Schedule 6.1.18(b)(ii)(z); and (iii) except as set forth in Schedule 6.1.18(b)(iii), each land estate remainderman interest and lessor interest under a Ground Lease is not, directly or indirectly, owned or controlled by a Loan Party, Borrower Subsidiary or other Loan Party▇▇▇▇▇▇▇ Group Entity; 6.17.3 (c) Except to the extent the failure of the following to be true would not result in a Material Adverse Effect, (i) to the best of Borrower's Knowledge and except as otherwise disclosed in those reports identified on Schedule 6.17.3NMLP’s Knowledge, each Individual Property is free of any Hazardous Materials in violation of any Environmental Laws applicable to such property; (ii) none of the Property Owners Net Lease Partnerships or Borrower has received any notice of a claim under or pursuant to any Environmental Laws applicable to an Individual Property or under common law pertaining to Hazardous Materials on or originating from any Individual Property; and (iii) none of the Property Owners Net Lease Partnerships or Borrower NMLP has received any notice from any Governmental Authority claiming any material violation of any Environmental Laws that is uncured or unremediated as of the date hereof; 6.17.4 Except as set forth on Schedule 6.17.4, the (d) The mortgages and deeds of trust encumbering the Individual Properties of any Property Owners Net Lease Partnerships are not cross-defaulted or cross-collateralized to any Individual Property owned by any other Property OwnersNet Lease Partnerships; 6.17.5 (e) Except to the extent the failure of the following to be true would not result in a Material Adverse Effect, (i) with respect to the Individual Properties, each Lease is in full force and effect, (ii) except as set forth in Schedule 6.17.56.1.18(e)(ii), to the best of Borrower's NMLP’s Knowledge, none of the Property Owners Net Lease Partnerships is in default in the performance of any material obligation under any Lease and Borrower NMLP has no Knowledge of any circumstances which, with the passage of time or the giving of notice, or both, would constitute an event of default by any party under any of the Leases, (iii) except as set forth in Schedule 6.17.56.1.18(e)(ii), to the best of Borrower's NMLP’s Knowledge, no tenant is in monetary default beyond thirty (30) 30 days or material non-monetary nonmonetary default under its Lease, (iv) except as otherwise expressly set forth in Schedule 6.17.56.1.18(e)(iv), to the best of Borrower's NMLP’s Knowledge, there are no actions, voluntary or involuntary, pending against any tenant under a Lease under any bankruptcy or insolvency laws, (v) none of the Leases and none of the rents or other amounts payable thereunder has been assigned, pledged or encumbered by any of the Property Owners Net Lease Partnerships or any other Person, except in connection with financing secured by the applicable Individual Property Property, (vi) the basic terms and conditions of each Lease are set forth in Schedule 6.1.18(e)(vi) (the foregoing schedule, as updated from time to time as provided herein, being referred to herein as the "“Lease Schedule"”), and (vii) each Master Lease which was entered into, or assumed, by any Net Lease Partnership has merged into the applicable Sublease by operation of law, such that the tenant as to which the credit rating is provided, is obligated directly to the applicable Net Lease Partnership under the Lease for the payment of the rent due under the Lease. 6.17.6 (f) Except to the extent the failure of the following to be true would not result in a Material Adverse Effect, (i) each Ground Lease is valid, binding and in full force and effect as against the applicable Property Owners Net Lease Partnerships and, to the best of Borrower's NMLP’s Knowledge, the other party thereto, (ii) except for tenants under the Leases and except in connection with security relating to the Subsidiary Mortgage Debt, none of the Ground Leases is subject to any pledge, lien, assignment, license or other agreement granting to any third party any interest therein or any right to the use or occupancy of any premises leased thereunder, and (iii) no payments under any Ground Lease are delinquent and no notice of default thereunder has been sent or received by any Loan Party which has not been cured or waived prior to the date hereof, and to the best of Borrower's NMLP’s Knowledge, there does not exist under any of the Ground Leases any default by any Property Owners Net Lease Partnerships or any event which merely with notice or lapse of time or both, would constitute such a default by any of the Property Owners. 6.17.7 Schedule 6.17.7 accurately details in all material respects the approximate amount, termNet Lease Partnerships, and interest rate (iv) the basic terms and conditions of each Ground Lease are set forth in Schedule 6.1.18(f), including, without limitation, all such Ground Lease Extension Options (x) which have been exercised as of the Closing Date and (y) as to which the final date to exercise such Ground Lease Extension Option is within the next twelve (12) months (including all applicable to all Subsidiary Debt encumbering dates by which notices must be provided in connection with the exercise of same) (the foregoing schedule, as updated from time to time as provided herein, being referred to as the "Subsidiary Debt “Ground Lease Extension Option Schedule"”). . (g) Except as noted on Schedule 6.17.7, no notice of default thereunder has been sent or received by any Loan Party which has not been cured or waived prior to the date hereofextent the failure of the following to be true would not result in a Material Adverse Effect, (i) each Ownership Interest Agreement relating to a Remainder Ground Lease Option is valid, binding and in full force and effect as against the applicable Net Lease Partnerships and, to the best of the Borrower's NMLP’s Knowledge, there does not exist the other party thereto, (ii) except for tenants under the Leases and except in connection with respect security relating to the Mortgage Debt, none of the Remainder Ground Lease Options is subject to any Subsidiary Debt pledge, lien, assignment, license or other agreement granting to any default by third party any Property Owners interest therein or any event which merely with notice right to the use or lapse occupancy of time or both, would constitute such a default by any of the Property Owners. None of the Borrower, any Loan Party, any Borrower Subsidiary, or any other Loan Party owns, directly or indirectly, any material interest in any Subsidiary Debt. 6.17.8 Each of the Property Owners is treated as a partnership for federal income tax purposes and does not constitute a publicly traded partnership within the meaning of Section 7704 of the Code. 6.17.9 Each of the Property Owners possesses valid owner's policy title insurance from title insurers of recognized financial responsibility on each of the Individual Properties in amounts not less than the original purchase price of such properties, and such title insurance is in full force and effect.premises leased thereunder,

Individual Properties. 6.17.1 Each of the Property Owners possesses such Licenses and Permits issued by the appropriate federal, state, or local regulatory agencies or bodies necessary to own and operate each Individual Property, except where the failure to possess any such License or Permit would not have a Material Adverse Effect. The Property Owners are in material compliance with the terms and conditions of all such Licenses and Permits, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. All of the Licenses and Permits are valid and in full force and effect, except where the invalidity of such Licenses and Permits or the failure of such Licenses and Permits to be in full force and effect would not result in a Material Adverse Effect. Neither the Borrower nor any of the Property Owners has received any notice of proceedings relating to the revocation or modification of any such Licenses and Permits which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. 6.17.2 Except to the extent the failure of the following to be true would not result in a Material Adverse Effect, (i) the Property Owners have either (x) fee simple title to the Individual Properties, (y) a land estate interest for a specified number of years in the Individual Properties, or (z) a leasehold estate interest in the Individual Properties, as set forth in Schedule 6.17; (ii) the interests of the Property Owners in the Individual Properties are not subject to any Liens securing the repayment of money except for those securing the repayment of the Subsidiary First Mortgage Debt, as set forth in Schedule 6.17.76.17.8, and (iii) each land estate remainderman interest and lessor interest under a Ground Lease is not, directly or indirectly, owned or controlled by a Loan Party, Borrower Subsidiary or other Loan Party; 6.17.3 Except to the extent the failure of the following to be true would not result in a Material Adverse Effect, (i) to the best of Borrower's ’s Knowledge and except as otherwise disclosed in those reports identified on Schedule 6.17.3, each Individual Property is free of any Hazardous Materials in violation of any Environmental Laws applicable to such property; (ii) none of the Property Owners or Borrower has received any notice of a claim under or pursuant to any Environmental Laws applicable to an Individual Property or under common law pertaining to Hazardous Materials on or originating from any Individual Property; and (iii) none of the Property Owners or Borrower has received any notice from any Governmental Authority claiming any material violation of any Environmental Laws that is uncured or unremediated as of the date hereof; 6.17.4 Except as set forth on Schedule 6.17.4, the The mortgages and deeds of trust encumbering the Individual Properties of any Property Owners are not cross-defaulted or cross-collateralized to any Individual Property owned by any other Property Owners; 6.17.5 Except to the extent the failure of the following to be true would not result in a Material Adverse Effect, (i) with respect to the Individual Properties, each Lease is in full force and effect, (ii) except as set forth in Schedule 6.17.5, to the best of Borrower's ’s Knowledge, none of the Property Owners is in default in the performance of any material obligation under any Lease and Borrower has no Knowledge of any circumstances which, with the passage of time or the giving of notice, or both, would constitute an event of default by any party under any of the Leases, (iii) except as set forth in Schedule 6.17.5, to the best of Borrower's ’s Knowledge, no tenant is in monetary default beyond thirty (30) days or material non-monetary default under its Lease, (iv) except as otherwise expressly set forth in Schedule 6.17.5, to the best of Borrower's ’s Knowledge, there are no actions, voluntary or involuntary, pending against any tenant under a Lease under any bankruptcy or insolvency laws, (v) none of the Leases and none of the rents or other amounts payable thereunder has been assigned, pledged or encumbered by any of the Property Owners or any other Person, except in connection with financing secured by the applicable Individual Property Property, and (vi) the basic terms and conditions of each Lease are set forth in Schedule 6.17.5 and Schedule 6.17.6 (the foregoing schedule, as updated from time to time as provided herein, being referred to herein as the "“Lease Schedule"”). 6.17.6 Except to the extent the failure of the following to be true would not result in a Material Adverse Effect, (i) each Ground Lease is valid, binding and in full force and effect as against the applicable Property Owners and, to the best of Borrower's ’s Knowledge, the other party thereto, (ii) except for tenants under the Leases and except in connection with security relating to the Subsidiary Mortgage Debt, none of the Ground Leases is subject to any pledge, lien, assignment, license or other agreement granting to any third party any interest therein or any right to the use or occupancy of any premises leased thereunder, and (iii) no payments under any Ground Lease are delinquent and no notice of default thereunder has been sent or received by any Loan Party which has not been cured or waived prior to the date hereof, and to the best of Borrower's ’s Knowledge, there does not exist under any of the Ground Leases any default by any Property Owners or any event which merely with notice or lapse of time or both, would constitute such a default by any of the Property Owners, and (iv) the basic terms and conditions of each Ground Lease are set forth in Schedule 6.17.6 and Schedule 2.8.4, including, without limitation, all such Ground Lease Extension Options (x) which have been exercised as of the Closing Date and (y) as to which the final date to exercise such Ground Lease Extension Option is within the next twelve (12) months (including all applicable dates by which notices must be provided in connection with the exercise of same) (the foregoing schedule, as updated from time to time as provided herein, being referred to as the “Ground Lease Extension Option Schedule”). 6.17.7 Except to the extent the failure of the following to be true would not result in a Material Adverse Effect, (i) each Ownership Interest Agreement relating to a Remainder Ground Lease Option is valid, binding and in full force and effect as against the applicable Property Owners and, to the best of Borrower’s Knowledge, the other party thereto, (ii) except for tenants under the Leases and except in connection with security relating to the Mortgage Debt, none of the Remainder Ground Lease Options is subject to any pledge, lien, assignment, license or other agreement granting to any third party any interest therein or any right to the use or occupancy of any premises leased thereunder, (iii) no payments under any Ownership Interest Agreement relating to a Remainder Ground Lease Option are delinquent and no notice of default thereunder has been sent or received by any Borrower, any other Loan Party or other Loan Party which has not been cured or waived prior to the date hereof, and to the best of Borrower’s Knowledge, there does not exist under any of the Ownership Interest Agreements relating to the Remainder Ground Lease Options any default by any Property Owners or any event which merely with notice or lapse of time or both, would constitute such a default by any of the Property Owners, and (iv) the basic terms and conditions of each Remainder Ground Lease Option are set forth in Schedule 6.17.7 6.17.6 and Schedule 2.8.4, including, without limitation, all such Remainder Ground Lease Options as to which the final date to exercise such Remainder Ground Lease Option is within the next twelve (12) months (including all applicable dates by which notices must be provided in connection with the exercise of same) (the foregoing schedule, as updated from time to time as provided herein, being referred to as the “Remainder Ground Lease Option Schedule”). 6.17.8 Schedule 6.17.8 accurately details in all material respects the approximate amount, term, and interest rate applicable to all Subsidiary Mortgage Debt encumbering the Individual Properties (the foregoing schedule, as updated from time to time as provided herein, the "Subsidiary “Mortgage Debt Schedule"”). Except as noted on Schedule 6.17.76.17.8, no notice of default thereunder has been sent or received by any Loan Party which has not been cured or waived prior to the date hereof, and to the best of the Borrower's ’s Knowledge, there does not exist with respect to any Subsidiary Mortgage Debt any default by any Property Owners or any event which merely with notice or lapse of time or both, would constitute such a default by any of the Property Owners. None of the Borrower, any Loan Party, any Borrower Subsidiary, or any other Loan Party owns, directly or indirectly, any material interest in any Subsidiary Mortgage Debt. 6.17.8 6.17.9 Each of the Property Owners is treated as a partnership for federal income tax purposes and does not constitute a publicly traded partnership within the meaning of Section 7704 of the Code. 6.17.9 6.17.10 Each of the Property Owners possesses valid owner's ’s policy title insurance from title insurers of recognized financial responsibility on each of the Individual Properties in amounts not less than the original purchase price of such properties, and such title insurance is in full force and effect. 6.17.11 Except as set forth in Schedule 6.17.11, as to any of the Individual Properties, there is not pending the exercise of any Economic Discontinuance Rights by any tenants.

Individual Properties. 6.17.1 Each of the Property Owners possesses such Licenses and Permits issued by the appropriate federal, state, or local regulatory agencies or bodies necessary to own and operate each Individual Property, except where the failure to possess any such License or Permit would not have a Material Adverse Effect. The Property Owners are in material compliance with the terms and conditions of all such Licenses and Permits, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. All of the Licenses and Permits are valid and in full force and effect, except where the invalidity of such Licenses and Permits or the failure of such Licenses and Permits to be in full force and effect would not result in a Material Adverse Effect. Neither the Borrower nor any of the Property Owners has received any notice of proceedings relating to the revocation or modification of any such Licenses and Permits which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. 6.17.2 Except to the extent the failure of the following to be true would not result in a Material Adverse Effect, (i) the Property Owners have either (x) fee simple title to the Individual Properties, (y) a land estate interest for a specified number of years in the Individual Properties, or (z) a leasehold estate interest in the Individual Properties; (ii) the interests of the Property Owners in the Individual Properties are not subject to any Liens securing the repayment of money except for those securing the repayment of the Subsidiary Debt, as set forth in Schedule 6.17.7, and (iii) each land estate remainderman interest and lessor interest under a Ground Lease is not, directly or indirectly, owned or controlled by a Loan Party, Borrower Subsidiary or other Loan Party; 6.17.3 Except to the extent the failure of the following to be true would not result in a Material Adverse Effect, (i) to the best of Borrower's ’s Knowledge and except as otherwise disclosed in those reports identified on Schedule 6.17.3, each Individual Property is free of any Hazardous Materials in violation of any Environmental Laws applicable to such property; (ii) none of the Property Owners or Borrower has received any notice of a claim under or pursuant to any Environmental Laws applicable to an Individual Property or under common law pertaining to Hazardous Materials on or originating from any Individual Property; and (iii) none of the Property Owners or Borrower has received any notice from any Governmental Authority claiming any material violation of any Environmental Laws that is uncured or unremediated as of the date hereof; 6.17.4 Except as set forth on Schedule 6.17.4, the mortgages and deeds of trust encumbering the Individual Properties of any Property Owners are not cross-defaulted or cross-collateralized to any Individual Property owned by any other Property Owners; 6.17.5 Except to the extent the failure of the following to be true would not result in a Material Adverse Effect, (i) with respect to the Individual Properties, each Lease is in full force and effect, (ii) except as set forth in Schedule 6.17.5, to the best of Borrower's ’s Knowledge, none of the Property Owners is in default in the performance of any material obligation under any Lease and Borrower has no Knowledge of any circumstances which, with the passage of time or the giving of notice, or both, would constitute an event of default by any party under any of the Leases, (iii) except as set forth in Schedule 6.17.5, to the best of Borrower's ’s Knowledge, no tenant is in monetary default beyond thirty (30) days or material non-monetary default under its Lease, (iv) except as otherwise expressly set forth in Schedule 6.17.5, to the best of Borrower's ’s Knowledge, there are no actions, voluntary or involuntary, pending against any tenant under a Lease under any bankruptcy or insolvency laws, (v) none of the Leases and none of the rents or other amounts payable thereunder has been assigned, pledged or encumbered by any of the Property Owners or any other Person, except in connection with financing secured by the applicable Individual Property (the foregoing schedule, as updated from time to time as provided herein, being referred to herein as the "“Lease Schedule"”). 6.17.6 Except to the extent the failure of the following to be true would not result in a Material Adverse Effect, (i) each Ground Lease is valid, binding and in full force and effect as against the applicable Property Owners and, to the best of Borrower's ’s Knowledge, the other party thereto, (ii) except for tenants under the Leases and except in connection with security relating to the Subsidiary Debt, none of the Ground Leases is subject to any pledge, lien, assignment, license or other agreement granting to any third party any interest therein or any right to the use or occupancy of any premises leased thereunder, and (iii) no payments under any Ground Lease are delinquent and no notice of default thereunder has been sent or received by any Loan Party which has not been cured or waived prior to the date hereof, and to the best of Borrower's ’s Knowledge, there does not exist under any of the Ground Leases any default by any Property Owners or any event which merely with notice or lapse of time or both, would constitute such a default by any of the Property Owners. 6.17.7 Schedule 6.17.7 accurately details in all material respects the approximate amount, term, and interest rate applicable to all Subsidiary Debt encumbering the Individual Properties (the foregoing schedule, as updated from time to time as provided herein, the "“Subsidiary Debt Schedule"”). Except as noted on Schedule 6.17.7, no notice of default thereunder has been sent or received by any Loan Party which has not been cured or waived prior to the date hereof, and to the best of the Borrower's ’s Knowledge, there does not exist with respect to any Subsidiary Debt any default by any Property Owners or any event which merely with notice or lapse of time or both, would constitute such a default by any of the Property Owners. None of the Borrower, any Loan Party, any Borrower Subsidiary, or any other Loan Party owns, directly or indirectly, any material interest in any Subsidiary Debt. 6.17.8 No Borrowing Base Property is or shall at any times be subject to any lien or encumbrance securing any Debt, and no Loan Party (other than the Borrower) shall be liable on any Debt (other than in connection with the Obligations). 6.17.9 Each of the Property Owners is treated as a partnership for federal income tax purposes and does not constitute a publicly traded partnership within the meaning of Section 7704 of the Code. 6.17.9 6.17.10 Each of the Property Owners possesses valid owner's ’s policy title insurance from title insurers of recognized financial responsibility on each of the Individual Properties in amounts not less than the original purchase price of such properties, and such title insurance is in full force and effect.

Individual Properties. 6.17.1 6.18.1 Each of the Property Owners Net Lease Partnerships possesses such Licenses and Permits issued by the appropriate federal, state, or local regulatory agencies or bodies necessary to own and operate each Individual Property, except where the failure to possess any such License or Permit would not have a Material Adverse Effect. The Property Owners Net Lease Partnerships are in material compliance with the terms and conditions of all such Licenses and Permits, except where the failure so to comply would not, singly or in the aggregate, result in a Material Adverse Effect. All of the Licenses and Permits are valid and in full force and effect, except where the invalidity of such Licenses and Permits or the failure of such Licenses and Permits to be in full force and effect would not result in a Material Adverse Effect. Neither the Borrower nor any of the Property Owners Net Lease Partnerships has received any notice of proceedings relating to the revocation or modification of any such Licenses and Permits which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect. 6.17.2 6.18.2 Except to the extent the failure of the following to be true would not result in a Material Adverse Effect, (i) the Property Owners Net Lease Partnerships have either (x) fee simple title to the Individual Properties, (y) a land estate interest for a specified number of years in the Individual Properties, or (z) a leasehold estate interest in the Individual Properties, as set forth in the relevant schedules to the Solicitation Statement as updated by Schedule 6.18.2(i); (ii) the interests of the Property Owners Net Lease Partnerships in the Individual Properties are not subject to any Liens securing the repayment of money except for those securing the repayment of (x) the Subsidiary First Mortgage Debt, as set forth in the relevant schedules to the Solicitation Statement, as updated by Schedule 6.17.76.18.2(ii), (y) the Other Second Mortgage Debt, as set forth in the relevant schedules to the Solicitation Statement, as updated by Schedule 6.18.2(ii), or (z) the Securitized Notes, as set forth in the relevant schedules to the Solicitation Statement, as updated by Schedule 6.18.2(ii); and (iii) except as set forth in the relevant schedules to the Solicitation Statement, as updated by Schedule 6.18.2(iii), each land estate remainderman interest and lessor interest under a Ground Lease is not, directly or indirectly, owned or controlled by a Loan Party, Borrower Subsidiary or other Loan PartyNewkirk Group Entity; 6.17.3 6.18.3 Except to the extent the failure of fa▇▇▇▇▇ ▇f the following to be true would not result in a Material Adverse Effect, (i) to the best of the Borrower's Knowledge and except as otherwise disclosed in those reports identified on Schedule 6.17.3Knowledge, each Individual Property is free of any Hazardous Materials in violation of any Environmental Laws applicable to such property; (ii) none of the Property Owners Net Lease Partnerships or Borrower has received any notice of a claim under or pursuant to any Environmental Laws applicable to an Individual Property or under common law pertaining to Hazardous Materials on or originating from any Individual Property; and (iii) none of the Property Owners Net Lease Partnerships or Borrower has received any notice from any Governmental Authority claiming any material violation of any Environmental Laws that is uncured or unremediated as of the date hereof; 6.17.4 Except as set forth on Schedule 6.17.4, the 6.18.4 The mortgages and deeds of trust encumbering the Individual Properties of any Property Owners Net Lease Partnerships are not cross-defaulted or cross-collateralized to any Individual Property owned by any other Property Owners;Net Lease Partnerships. 6.17.5 6.18.5 Except to the extent the failure of the following to be true would not result in a Material Adverse Effect, (i) with respect to the Individual Properties, each Lease is in full force and effect, (ii) except as set forth in Schedule 6.17.56.18.5(i), to the best of the Borrower's Knowledge, none of the Property Owners Net Lease Partnerships is in default in the performance of any material obligation under any Lease and the Borrower has no Knowledge of any circumstances which, with the passage of time or the giving of notice, or both, would constitute an event of default by any party under any of the Leases, (iii) except as set forth in Schedule 6.17.56.18.5(ii), to the best of the Borrower's Knowledge, no tenant is in monetary default beyond thirty (30) 30 days or material non-monetary nonmonetary default under its Lease, (iv) except as otherwise expressly set forth in Schedule 6.17.56.18.5(iii), to the best of the Borrower's Knowledge, there are no actions, voluntary or involuntary, pending against any tenant under a Lease under any bankruptcy or insolvency laws, (v) none of the Leases and none of the rents or other amounts payable thereunder has been assigned, pledged or encumbered by any of the Property Owners Net Lease Partnerships or any other Person, except in connection with financing secured by the applicable Individual Property Property, (vi) the basic terms and conditions of each Lease are set forth in the Schedules annexed to the Solicitation Statement, as updated by Schedule 6.18.5(iv) (the foregoing schedule, as updated from time to time as provided herein, being referred to herein as the "Lease Schedule"), and (vii) each Master Lease which was entered into, or assumed, by any Net Lease Partnership has merged into the applicable Sublease by operation of law, such that the tenant as to which the credit rating is provided, is obligated directly to the applicable Net Lease Partnership under the Lease for the payment of the rent due under the Lease. 6.17.6 6.18.6 Except to the extent the failure of the following to be true would not result in a Material Adverse Effect, (i) each Ground Lease is valid, binding and in full force and effect as against the applicable Property Owners Net Lease Partnerships and, to the best of the Borrower's Knowledge, the other party thereto, (ii) except for tenants under the Leases and except in connection with security relating to the Subsidiary Mortgage Debt, none of the Ground Leases is subject to any pledge, lien, assignment, license or other agreement granting to any third party any interest therein or any right to the use or occupancy of any premises leased thereunder, and (iii) no payments under any Ground Lease are delinquent and no notice of default thereunder has been sent or received by any Loan Party which has not been cured or waived prior to the date hereof, and to the best of the Borrower's Knowledge, there does not exist under any of the Ground Leases any default by any Property Owners Net Lease Partnerships or any event which merely with notice or lapse of time or both, would constitute such a default by any of the Property OwnersNet Lease Partnerships, and (iv) the basic terms and conditions of each Ground Lease are set forth in the Schedules annexed to the Solicitation Statement, as updated by Schedule 6.18.6 and Schedule 2.6, including, without limitation, all such Ground Lease Extension Options (x) which have been exercised as of the Closing Date and (y) as to which the final date to exercise such Ground Lease Extension Option is within the next twelve (12) months (including all applicable dates by which notices must be provided in connection with the exercise of same) (the foregoing schedule, as updated from time to time as provided herein, being referred to as the "Ground Lease Extension Option Schedule"). 6.17.7 6.18.7 Except to the extent the failure of the following to be true would not result in a Material Adverse Effect, (i) each Ownership Interest Agreement relating to a Remainder Ground Lease Option is valid, binding and in full force and effect as against the applicable Net Lease Partnerships and, to the best of the Borrower's Knowledge, the other party thereto, (ii) except for tenants under the Leases and except in connection with security relating to the Mortgage Debt, none of the Remainder Ground Lease Options is subject to any pledge, lien, assignment, license or other agreement granting to any third party any interest therein or any right to the use or occupancy of any premises leased thereunder, (iii) no payments under any Ownership Interest Agreement relating to a Remainder Ground Lease Option are delinquent and no notice of default thereunder has been sent or received by any Loan Party which has not been cured or waived prior to the date hereof, and to the best of the Borrower's Knowledge, there does not exist under any of the Ownership Interest Agreements relating to the Remainder Ground Lease Options any default by any Net Lease Partnerships or any event which merely with notice or lapse of time or both, would constitute such a default by any of the Net Lease Partnerships, and (iv) the basic terms and conditions of each Remainder Ground Lease Option are set forth in the Schedules annexed to the Solicitation Statement, as updated by Schedule 6.17.7 6.18.7 and Schedule 2.6, including, without limitation, all such Remainder Ground Lease Options (x) which have been exercised as of the Closing Date and (y) as to which the final date to exercise such Remainder Ground Lease Option is within the next twelve (12) months (including all applicable dates by which notices must be provided in connection with the exercise of same) (the foregoing schedule, as updated from time to time as provided herein, being referred to as the "Remainder Ground Lease Option Schedule"). 6.18.8 The Schedules to the Solicitation Statement, as updated by Schedule 6.18.2(ii), accurately details detail in all material respects the approximate amount, term, and interest rate applicable to all Subsidiary Mortgage Debt (with respect to the Grantor Trust T-1 Certificate, the holders of all certificates with respect thereto) encumbering the Individual Properties (the foregoing schedule, as updated from time to time as provided herein, the "Subsidiary Mortgage Debt Schedule"). Except as noted on Schedule 6.17.7, no No notice of default thereunder has been sent or received by any Loan Party which has not been cured or waived prior to the date hereof, and to the best of the Borrower's Knowledge, there does not exist with respect to any Subsidiary Mortgage Debt any default by any Property Owners Net Lease Partnerships or any event which merely with notice or lapse of time or both, would constitute such a default by any of the Property OwnersNet Lease Partnerships. None Except for ownership of the E Certificate Representing First Mortgage Interest (in the GMAC Mortgage Loan), the F Certificate Representing First Mortgage Interest (in the GMAC Mortgage Loan), the G Certificate Representing First Mortgage Interest (in the GMAC Mortgage Loan), the Grantor Trust T-2 Certificate, the Class R Certificate and the Affiliated T-1 Interests, neither the Borrower, any Loan Party, any Borrower Subsidiary, or nor any other Loan Party Newkirk Group Entity owns, directly or indirectly, any material interest ▇▇▇▇▇▇st in any Subsidiary Mortgage Debt. 6.17.8 6.18.9 Each of the Property Owners Net Lease Partnerships is treated as a partnership for federal income tax purposes and does not constitute a publicly traded partnership within the meaning of Section 7704 of the Code. 6.17.9 6.18.10 Each of the Property Owners Net Lease Partnerships possesses valid owner's policy title insurance from title insurers of recognized financial responsibility on each of the Individual Properties in amounts not less than the original purchase price of such properties, and such title insurance is in full force and effect. 6.18.11 Except as set forth in Schedule 6.18.11, as to any of the Individual Properties, there is not pending the exercise of any Economic Discontinuance Rights by any tenants.