Common use of Unencumbered Properties Clause in Contracts

Unencumbered Properties. (a) Except where the failure to comply with any of the following would not have a Material Adverse Effect, each of the Parent and the Borrower shall, and shall use commercially reasonable efforts to cause each other Loan Party or the applicable tenant, to: (i) Pay all real estate and personal property taxes, assessments, water rates or sewer rents, ground rents, maintenance charges, impositions, and any other charges, including vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Unencumbered Property, now or hereafter levied or assessed or imposed against any Unencumbered Property or any part thereof (except those which are being contested in good faith by appropriate proceedings diligently conducted); (ii) Promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials incurred in connection with any Unencumbered Property (except those which are being contested in good faith by appropriate proceedings diligently conducted), and in any event never permit to be created or exist in respect of any Unencumbered Property or any part thereof any other or additional Lien or security interest other than Liens permitted by Section 8.01; and (iii) Operate the Unencumbered Properties in a good and workmanlike manner and in all material respects in accordance with all Laws in accordance with such Loan Party’s prudent business judgment. (b) Except where the failure would not have a material and adverse effect on the value of the Unencumbered Properties, taken as whole, each of the Parent and the Borrower shall, and shall cause each other Loan Party to, to the extent owned and controlled by a Loan Party, preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to each Unencumbered Property.

Unencumbered Properties. (a) Except where the failure to comply with any of the following would not have a Material Adverse Effect, each of the Parent The Borrower and the Borrower shall, and Subsidiary Guarantors shall use commercially reasonable efforts to cause each other Loan Party Borrower or the applicable tenant, to: (ia) Pay pay (or cause to be paid) all real estate and personal property taxes, assessments, water rates or sewer rents, ground rents, maintenance charges, impositions, and any other charges, including vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Unencumbered Property, now or hereafter levied or assessed or imposed against any Unencumbered Property or any part thereof (except those which are being contested in good faith by appropriate proceedings diligently conductedconducted where the failure to pay any of the foregoing could reasonably be expected to have a Material Adverse Effect);. (iib) Promptly promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials incurred in connection with any Unencumbered Property (except those which are being contested in good faith by appropriate proceedings diligently conductedconducted where the failure to pay any of the foregoing could reasonably be expected to have a Material Adverse Effect), and in any event never permit to be created or exist in respect of any Unencumbered Property or any part thereof any other or additional Lien or security interest other than Liens permitted by Section 8.01; andhereunder. (iiic) Operate operate the Unencumbered Properties in a good and workmanlike manner and in all material respects in accordance with all Laws Legal Requirements in accordance with Borrower’s or such Loan PartySubsidiary’s prudent business judgment. (b) Except , except where the failure to do so would not reasonably be expected to have a material and adverse effect on the value of the Unencumbered Properties, taken as whole, each of the Parent and the Borrower shall, and shall cause each other Loan Party to, to the extent owned and controlled by a Loan Party, preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to each Unencumbered PropertyMaterial Adverse Effect.

Unencumbered Properties. (a) Except where the failure to comply Each Unencumbered Property complies with all Laws, including all subdivision and platting requirements, without reliance on any of the following would not have a Material Adverse Effectadjoining or neighboring property, each of the Parent and the Borrower shall, and shall use commercially reasonable efforts to cause each other Loan Party or the applicable tenant, to: except in such instances in which (i) Pay all real estate and personal property taxessuch requirement of Law or order, assessmentswrit, water rates injunction or sewer rents, ground rents, maintenance charges, impositions, and any other charges, including vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Unencumbered Property, now or hereafter levied or assessed or imposed against any Unencumbered Property or any part thereof (except those which are decree is being contested in good faith by appropriate proceedings diligently conducted); conducted or (ii) Promptly pay the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to result in a Material Property Event. (or cause b) The Improvements with respect to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials incurred in connection with any each Unencumbered Property comply with all Laws regarding access and facilities for handicapped or disabled persons, except in such instances in which (except those which are i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted)conducted or (ii) the failure to comply therewith, and either individually or in any event never permit the aggregate, would not reasonably be expected to be created or exist result in respect a Material Property Event. (c) No Unencumbered Property is the subject of any pending or, to any Loan Party’s knowledge, threatened adverse zoning proceeding that would reasonably be expected to result in a Material Property Event. (d) No Loan Party has directly or indirectly conveyed, assigned, or otherwise disposed of, or transferred (or agreed to do so) any development rights, air rights, or other similar rights, privileges, or attributes with respect to any Unencumbered Properties, including those arising under any zoning or property use ordinance or other Law, except where any of the foregoing would not reasonably be expected to result in a Material Property Event. (e) All utility services necessary for the use of each Unencumbered Property and the Improvements and the operation thereof for their intended purpose are available at the Unencumbered Property. (f) No Loan Party has made any contract or arrangement of any kind the performance of which by the other party thereto would give rise to any Lien or Negative Pledge on any Unencumbered Property. (g) Except as set forth on Schedule 6.18, no Unencumbered Property is part thereof of a larger tract of Property owned by any Loan Party or otherwise included under any unity of title or similar covenant with other Property not owned by a Loan Party and each Unencumbered Property constitutes a separate tax lot or lots with a separate tax assessment or assessments for such Unencumbered Property and the Improvements thereon, independent of those for any other Property or additional Lien or security interest other than Liens permitted by Section 8.01; andimprovements. (iiih) Operate the The current and anticipated use of each Unencumbered Properties in a good and workmanlike manner and Property complies in all material respects in accordance with all Laws in accordance with such Loan Party’s prudent business judgment. (b) Except where the failure would not have a material applicable zoning ordinances, regulations, and adverse effect on the value of restrictive covenants affecting the Unencumbered Properties, taken as whole, each all use restrictions of the Parent and the Borrower shallany Governmental Authority having jurisdiction have been satisfied, and shall cause each other Loan Party tono violation of any Law or regulation, which would reasonably be expected to the extent owned and controlled by result in a Loan PartyMaterial Property Event, preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to each Unencumbered Propertyexists with respect thereto.

Unencumbered Properties. (a) Except where The Eligible Real Estate included in the failure to comply with any calculation of the Unencumbered Asset Value shall at all times satisfy all of the following would not have a Material Adverse Effect, each of the Parent and the Borrower shall, and shall use commercially reasonable efforts to cause each other Loan Party or the applicable tenant, toconditions: (i) Pay the Eligible Real Estate shall be owned one hundred percent (100%) in fee simple or leased under a ground lease acceptable to Agent in its reasonable discretion by a Wholly-Owned Subsidiary of Borrower (it being understood that the ground lease for the WPI07 Tulsa Property shall be an acceptable ground lease), in each case free and clear of all real estate Liens other than the Liens permitted in §8.2(i) and personal property taxes, assessments, water rates or sewer rents, ground rents, maintenance charges, impositions(iv), and such Eligible Real Estate shall not have applicable to it any other chargesrestriction on the sale, pledge, transfer, mortgage or assignment of such property (including vault charges any restrictions contained in any applicable organizational documents and license fees for excluding any right of first offer/refusal or purchase option as set forth in the use of vaults, chutes and similar areas adjoining any Unencumbered Property, now or hereafter levied or assessed or imposed against any Unencumbered Property or any part thereof (except those which are being contested in good faith by appropriate proceedings diligently conductedleases provided to the Agent); (ii) Promptly pay none of the Eligible Real Estate shall have any material title, survey, environmental, structural or other defects that would give rise to a materially adverse effect as to the value, use of or ability to sell or refinance such property; (iii) the only asset of such Subsidiary shall be Eligible Real Estate included in the calculation of the Unencumbered Asset Value and related fixtures and personal property; (iv) each Eligible Real Estate is and shall be at least eighty percent (80%) leased (based on Net Rentable Area) to one or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials incurred in connection with any Unencumbered Property (except those more tenants which are an Eligible Tenant; (v) no more than ten percent (10%) of the total Unencumbered Asset Value shall be attributable to Real Estate which is vacant (for example, such tenant is no longer conducting business from such property); provided that a failure to satisfy the requirements of this clause (v) shall not result in any Real Estate not being contested included as a Subject Property, but any such Unencumbered Asset Value in good faith by appropriate proceedings diligently conductedexcess of such limitation being excluded for purposes of calculating Unencumbered Asset Value and the Unencumbered Net Operating Income corresponding thereto shall be similarly excluded); (vi) the Borrower shall have delivered to the Agent (A) a written request to include such Eligible Real Estate in the calculation of the Unencumbered Asset Value, (B) a physical description of such Eligible Real Estate, (C) a current Rent Roll and current operating statements for such Eligible Real Estate, (D) a certification as to the matters covered under §7.16(a)(i)-(v), and in (E) such other information as the Agent may reasonably require with respect to such Eligible Real Estate, including any event never permit information reasonably required by the Agent to be created or exist in respect of any Unencumbered Property or any part thereof any other or additional Lien or security interest other than Liens permitted by Section 8.01determine compliance with this §7.16 (collectively, the “Eligible Real Estate Qualification Documents”); and (iiivii) Operate such Eligible Real Estate has not been removed from the calculation of the Unencumbered Properties in a good and workmanlike manner and in all material respects in accordance with all Laws in accordance with such Loan Party’s prudent business judgmentAsset Value pursuant to §7.16(b), §7.16(c) or §7.16(d). (b) Except where In the failure would not have a event that all or any material portion of any Eligible Real Estate included in the calculation of the Unencumbered Asset Value shall be damaged in any material respect or taken by condemnation, then such property shall no longer be included in the calculation of the Unencumbered Asset Value unless and adverse effect on until (i) any damage to such real estate is repaired or restored, such real estate becomes fully operational and the Agent shall receive evidence satisfactory to the Agent of the value of such real estate following such repair or restoration (both at such time and prospectively) or (ii) Agent shall receive evidence satisfactory to the Agent that the value of such real estate (both at such time and prospectively) shall not be materially adversely affected by such damage or condemnation. In the event that such damage or condemnation only partially affects such Eligible Real Estate included in the calculation of the Unencumbered PropertiesAsset Value, taken then the Required Lenders may in good faith reduce the Unencumbered Asset Value attributable thereto based on such damage until such time as whole, each the Required Lenders receive evidence satisfactory to the Required Lenders that the value of such real estate (both at such time and prospectively) shall no longer be materially adversely affected by such damage or condemnation. (c) Upon any asset ceasing to qualify to be included in the calculation of the Parent and Unencumbered Asset Value, such asset shall no longer be included in the calculation of the Unencumbered Asset Value unless otherwise approved in writing by the Required Lenders. Within five (5) Business Days after becoming aware of any such disqualification, the Borrower shallshall deliver to the Agent a certificate reflecting such disqualification, together with the identity of the disqualified asset, a statement as to whether any Default or Event of Default arises as a result of such disqualification, and a calculation of the Unencumbered Asset Value attributable to such asset. Simultaneously with the delivery of the items required pursuant above, the Borrower shall cause each other Loan Party to, deliver to the extent owned Agent an updated Unencumbered Asset Certificate demonstrating, after giving effect to such removal or disqualification, compliance with the conditions and controlled covenants contained in this §7.16 and §§9.2 and 9.4. (d) In addition, the Borrower may voluntarily remove any Real Estate from the calculation of the Unencumbered Asset Value by delivering to the Agent, no later than five (5) Business Days prior to date on which such removal is to be effected, notice of such removal, together with a Loan Partystatement that no Default or Event of Default then exists or would, preserveupon the occurrence of such event or with passage of time, protectresult from such removal, renewthe identity of the Subject Property being removed. Simultaneously with the delivery of the items required above, extend the Borrower shall deliver to the Agent a pro forma Compliance Certificate and retain all material rights Unencumbered Asset Certificate demonstrating, after giving effect to such removal or disqualification, compliance with the covenants contained in this §7.16 and privileges granted for §§9.2 and 9. (e) The Agent shall promptly notify the Lenders of the addition or applicable to each removal of any Real Estate from the calculation of the Unencumbered PropertyAsset Value.

Unencumbered Properties. (a) Except where Subject to clause (b) of this §7.16, the failure to comply with any Eligible Real Estate included in the calculation of Unencumbered Asset Value shall at all times satisfy all of the following would not have a Material Adverse Effect, each of the Parent and the Borrower shall, and shall use commercially reasonable efforts to cause each other Loan Party or the applicable tenant, toconditions: (i) Pay the Eligible Real Estate shall be owned one hundred percent (100%) in fee simple or leased under a Ground Lease by the Borrower or a Wholly Owned Subsidiary of Borrower or a Controlled JV Entity (each such Subsidiary and Controlled JV Entity, an “Unencumbered Property Subsidiary”), free and clear of all real estate Liens other than the Liens permitted in §8.2(iii) and personal property taxes, assessments, water rates or sewer rents, ground rents, maintenance charges, impositionsOther Permitted Liens, and such Eligible Real Estate shall not have applicable to it any other chargesrestriction on the sale, pledge, transfer, mortgage or assignment of such property (including vault charges and license fees for any restrictions contained in any applicable organizational documents but excluding any such limitations permitted pursuant to the use last sentence of vaults, chutes and similar areas adjoining any Unencumbered Property, now or hereafter levied or assessed or imposed against any Unencumbered Property or any part thereof (except those which are being contested in good faith by appropriate proceedings diligently conducted§7.12(a)); (ii) Promptly pay none of the Eligible Real Estate shall have any material title, survey, environmental, structural or other defects that would give rise to a materially adverse effect as to the value, use of, operation of or ability to sell or finance such property; (or cause to be paidiii) when due all bills and costs for labor, materials, and specifically fabricated materials incurred in connection with any if such Real Estate is owned by an Unencumbered Property (except those which are being contested in good faith by appropriate proceedings diligently conducted)Subsidiary, and in any event never permit to be created or exist in respect the only assets of any such Unencumbered Property or any part thereof any other or additional Lien or security interest other than Liens permitted Subsidiary shall be Eligible Real Estate included in the calculation of Unencumbered Asset Value; (iv) if multifamily Real Estate, such Real Estate is managed by Section 8.01Manager; and (iiiv) Operate if such Unencumbered Property is owned or leased under a Ground Lease by an Unencumbered Property Subsidiary, (A) no Person other than the Borrower, or a direct or indirect Wholly Owned Subsidiary of the Borrower has any direct or indirect ownership of any legal, equitable or beneficial interest in such Unencumbered Properties Property Subsidiary (except that with respect to a Controlled JV Entity, all Equity Interests not required under this Agreement to be owned by Borrower may be owned by another Person), and (B) no direct or indirect ownership or other interests or rights of (1) Borrower in any such Unencumbered Property Subsidiary or (2) any Controlled JV Entity in a good and workmanlike manner and in all material respects in accordance with all Laws in accordance with such Loan Party’s prudent business judgmentsubsidiary of a Controlled JV Entity, shall be subject to any Lien. (b) Except where Notwithstanding the failure would foregoing, in the event any Real Estate does not qualify as Eligible Real Estate or satisfy the requirements of §7.16(a), such Real Estate shall be included in the calculation of Unencumbered Asset Value so long as the Agent shall have a material and adverse effect on received the value prior written consent of the Unencumbered Properties, taken as whole, each of the Parent and Required Lenders to the inclusion of such Real Estate in the calculation of Unencumbered Asset Value. (c) Upon any asset ceasing to qualify under §7.16(a) or (b) to be included in the calculation of Unencumbered Asset Value, such asset shall no longer be included in the calculation of Unencumbered Asset Value. (d) In addition, the Borrower shall, and shall cause each other Loan Party to, to may voluntarily remove any Real Estate from the extent owned and controlled by a Loan Party, preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to each calculation of Unencumbered PropertyAsset Value in its sole discretion.

Unencumbered Properties. (a) Except where the failure to comply with any of the following would not have a Material Adverse Effect, each of the Parent CIM Urban REIT and the Borrower shallshall not, and shall use commercially reasonable efforts to cause each not permit any other Loan Party or the applicable tenant, to: (ia) Pay all real estate and personal property taxesuse or occupy or conduct any activity on, assessmentsor allow the use or occupancy of or the conduct of any activity on any Unencumbered Properties in any manner which violates any Law or which constitutes a public or private nuisance or which makes void, water rates voidable, or sewer rentscancelable any insurance then in force with respect thereto or makes the maintenance of insurance in accordance with Section 7.07 commercially unreasonable (including by way of increased premium); (b) without the prior written consent of Administrative Agent, ground rents, maintenance charges, impositions, and initiate or permit any other charges, including vault charges and license fees for zoning reclassification of any Unencumbered Property or seek any variance under existing zoning ordinances applicable to any Unencumbered Property or use or permit the use of vaultsany Unencumbered Property in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other Laws; (c) without the prior written consent of Administrative Agent, chutes and similar areas adjoining (i) impose any material easement, restrictive covenant, or encumbrance upon any Unencumbered Property, now (ii) execute or hereafter levied file any subdivision plat or assessed condominium declaration affecting any Unencumbered Property or imposed against (iii) consent to the annexation of any Unencumbered Property to any municipality; (d) without the prior written consent of Administrative Agent, permit any drilling or exploration for or extraction, removal or production of any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and gravel) from the surface or subsurface of any Unencumbered Property regardless of the depth thereof or the method of mining or extraction thereof; (e) cause, commit, permit or allow to continue (i) any violation of any Environmental Requirement (A) by any Loan Party or by any Person or (B) by or with respect to any Unencumbered Property or any part thereof (except those which are being contested in good faith by appropriate proceedings diligently conducted); use of or condition or activity on any Unencumbered Property, or (ii) Promptly pay the attachment of any environmental lien to any Unencumbered Property; or (f) place, install, dispose of or release, or cause, permit, or allow the placing, installation, disposal, spilling, leaking, dumping or release of, any Hazardous Material or storage tank (or cause to be paidsimilar vessel) when due all bills and costs for labor, materials, and specifically fabricated materials incurred in connection with on any Unencumbered Property (except those which are being contested Property; in good faith by appropriate proceedings diligently conducted)each case to the extent that any of the foregoing would, individually or in the aggregate, materially and in any event never permit to be created or exist in respect adversely affect the value of any Unencumbered Property or any part thereof any other or additional Lien or security interest other than Liens permitted by Section 8.01; and (iii) Operate the Unencumbered Properties in a good and workmanlike manner and in all material respects in accordance with all Laws in accordance with such Loan Party’s prudent business judgment. (b) Except where the failure would not have a material and adverse effect on the value of the Unencumbered Properties, taken as whole, each of the Parent and the Borrower shall, and shall cause each other Loan Party to, to the extent owned and controlled by a Loan Party, preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to each Unencumbered Property.

Unencumbered Properties. (a) Except where The Eligible Real Estate included in the failure to comply with any calculation of the Unencumbered Asset Value shall at all times satisfy all of the following would not have a Material Adverse Effect, each of the Parent and the Borrower shall, and shall use commercially reasonable efforts to cause each other Loan Party or the applicable tenant, toconditions: (i) Pay the Eligible Real Estate shall be owned one hundred percent (100%) in fee simple or leased under a ground lease acceptable to Agent in its reasonable discretion by a Subsidiary Guarantor, in each case free and clear of all real estate Liens other than the Liens permitted in §8.2(i) and personal property taxes, assessments, water rates or sewer rents, ground rents, maintenance charges, impositions(iv), and such Eligible Real Estate shall not have applicable to it any other chargesrestriction on the sale, pledge, transfer, mortgage or assignment of such property (including vault charges any restrictions contained in any applicable organizational documents and license fees for excluding any right of first offer/refusal or purchase option as set forth in the use of vaults, chutes and similar areas adjoining any Unencumbered Property, now or hereafter levied or assessed or imposed against any Unencumbered Property or any part thereof (except those which are being contested in good faith by appropriate proceedings diligently conductedleases provided to the Agent); (ii) Promptly pay none of the Eligible Real Estate shall have any material title, survey, environmental, structural or other defects that would give rise to a materially adverse effect as to the value, use of or ability to sell or refinance such property; (iii) the only asset of such Subsidiary shall be Eligible Real Estate included in the calculation of the Unencumbered Asset Value and related fixtures and personal property; (iv) each Eligible Real Estate is and shall be at least eighty percent (80%) leased (based on Net Rentable Area) to one or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials incurred in connection with any Unencumbered Property (except those more tenants which are an Eligible Tenant; (v) no more than ten percent (10%) of the total Unencumbered Asset Value shall be attributable to Real Estate which is vacant (for example, such tenant is no longer conducting business from such property); provided that a failure to satisfy the requirements of this clause (v) shall not result in any Real Estate not being contested included as a Subject Property, but any such Unencumbered Asset Value in good faith by appropriate proceedings diligently conductedexcess of such limitation being excluded for purposes of calculating Unencumbered Asset Value and the Unencumbered Net Operating Income corresponding thereto shall be similarly excluded); (vi) the Borrower shall have delivered to the Agent (A) a written request to include such Eligible Real Estate in the calculation of the Unencumbered Asset Availability, (B) a physical description of such Eligible Real Estate, (C) a current Rent Roll and current operating statements for such Eligible Real Estate, (D) a certification as to the matters covered under §7.16(a)(i)-(v), and in (E) such other information as the Agent may reasonably require with respect to such Eligible Real Estate, including any event never permit information reasonably required by the Agent to be created or exist in respect of any Unencumbered Property or any part thereof any other or additional Lien or security interest other than Liens permitted by Section 8.01determine compliance with this §7.16 (collectively, the “Eligible Real Estate Qualification Documents”); and (iiivii) Operate such Eligible Real Estate has not been removed from the calculation of the Unencumbered Properties in a good and workmanlike manner and in all material respects in accordance with all Laws in accordance with such Loan Party’s prudent business judgmentAsset Availability pursuant to §7.16(b), §7.16(c) or §7.16(d). (b) Except where In the failure would not have a event that all or any material portion of any Eligible Real Estate included in the calculation of the Unencumbered Asset Value shall be damaged in any material respect or taken by condemnation, then such property shall no longer be included in the calculation of the Unencumbered Asset Value unless and adverse effect on until (i) any damage to such real estate is repaired or restored, such real estate becomes fully operational and the Agent shall receive evidence satisfactory to the Agent of the value of such real estate following such repair or restoration (both at such time and prospectively) or (ii) Agent shall receive evidence satisfactory to the Agent that the value of such real estate (both at such time and prospectively) shall not be materially adversely affected by such damage or condemnation. In the event that such damage or condemnation only partially affects such Eligible Real Estate included in the calculation of the Unencumbered PropertiesAsset Value, taken then the Required Lenders may in good faith reduce the Unencumbered Asset Value attributable thereto based on such damage until such time as whole, each the Required Lenders receive evidence satisfactory to the Required Lenders that the value of such real estate (both at such time and prospectively) shall no longer be materially adversely affected by such damage or condemnation. (c) Upon any asset ceasing to qualify to be included in the calculation of the Parent and Unencumbered Asset Value, such asset shall no longer be included in the calculation of the Unencumbered Asset Value unless otherwise approved in writing by the Required Lenders. Within five (5) Business Days after becoming aware of any such disqualification, the Borrower shallshall deliver to the Agent a certificate reflecting such disqualification, together with the identity of the disqualified asset, a statement as to whether any Default or Event of Default arises as a result of such disqualification, and a calculation of the Unencumbered Asset Value attributable to such asset. Simultaneously with the delivery of the items required pursuant above, the Borrower shall cause each other Loan Party to, deliver to the extent owned Agent an updated Unencumbered Asset Certificate demonstrating, after giving effect to such removal or disqualification, compliance with the conditions and controlled covenants contained in this §7.16 and §§9.2, 9.3 and 9.4. (d) In addition, the Borrower may voluntarily remove any Real Estate from the calculation of the Unencumbered Asset Availability upon any of the events described in §5.3(d) occurring, by delivering to the Agent, no later than five (5) Business Days prior to date on which such removal is to be effected, notice of such removal, together with a Loan Partystatement that no Default or Event of Default then exists or would, preserveupon the occurrence of such event or with passage of time, protectresult from such removal, renewthe identity of the Subject Property being removed. Simultaneously with the delivery of the items required above, extend the Borrower shall deliver to the Agent a pro forma Compliance Certificate and retain all material rights Unencumbered Asset Certificate demonstrating, after giving effect to such removal or disqualification, compliance with the covenants contained in this §7.16 and privileges granted for §§9.2, 9.3 and 9.4. (e) The Agent shall promptly notify the Lenders of the addition or applicable to each removal of any Real Estate from the calculation of the Unencumbered PropertyAsset Availability.

Unencumbered Properties. (a) Except where the failure to comply with any of the following would not have a Material Adverse Effect, each of the Parent and the Borrower shall, and shall use commercially reasonable efforts to cause each other Loan Party or the applicable tenant, to: (i) Pay all real estate and personal property taxes, assessments, water rates or sewer rents, ground rents, maintenance charges, impositions, and any other charges, including vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Unencumbered Property, now or hereafter levied or assessed or imposed against any Unencumbered Property or any part thereof (except those which are being contested in good faith by appropriate proceedings diligently conducted); (ii) Promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials incurred in connection with any Unencumbered Property (except those which are being contested in good faith by appropriate proceedings diligently conducted), and in any event never permit to be created or exist in respect of any Unencumbered Property or any part thereof any other or additional Lien or security interest other than Liens permitted by Section 8.01; and (iii) Operate the Unencumbered Properties in a good and workmanlike manner and in all material respects in accordance with all Laws in accordance with such Loan Party’s prudent business judgment. (b) Except where the failure would not have a material and adverse effect on the value of the Unencumbered Properties, taken as whole, each of the Parent and the Borrower shall, and shall cause each other Loan Party to, to the extent owned and controlled by a Loan Party, preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to each Unencumbered Property.

Unencumbered Properties. (a) Except where the failure to comply Each Unencumbered Property complies with all Laws, including all subdivision and platting requirements, without reliance on any of the following would not have a Material Adverse Effectadjoining or neighboring property, each of the Parent and the Borrower shall, and shall use commercially reasonable efforts to cause each other Loan Party or the applicable tenant, to: except in such instances in which (i) Pay all real estate and personal property taxessuch requirement of Law or order, assessmentswrit, water rates injunction or sewer rents, ground rents, maintenance charges, impositions, and any other charges, including vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Unencumbered Property, now or hereafter levied or assessed or imposed against any Unencumbered Property or any part thereof (except those which are decree is being contested in good faith by appropriate proceedings diligently conducted); conducted or (ii) Promptly pay the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to result in a Material Property Event. (or cause b) The Improvements with respect to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials incurred in connection with any each Unencumbered Property comply with all Laws regarding access and facilities for handicapped or disabled persons, except in such instances in which (except those which are i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted)conducted or (ii) the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to result in a Material Property Event. (c) The Improvements with respect to each Unencumbered Property have not suffered any Casualty or otherwise been damaged (ordinary wear and in any event never permit to be created or exist in respect tear excepted) and not repaired. (d) No Unencumbered Property is the subject of any pending or, to any Loan Party’s knowledge, threatened Condemnation. (e) No Unencumbered Property is the subject of any pending or, to any Loan Party’s knowledge, threatened adverse zoning proceeding that would reasonably be expected to result in a Material Property Event. (f) No Loan Party has directly or indirectly conveyed, assigned, or otherwise disposed of, or transferred (or agreed to do so) any development rights, air rights, or other similar rights, privileges, or attributes with respect to any Unencumbered Properties, including those arising under any zoning or property use ordinance or other Law, except where any of the foregoing would not reasonably be expected to result in a Material Property Event. (g) All utility services necessary for the use of each Unencumbered Property and the Improvements and the operation thereof for their intended purpose are available at the Unencumbered Property. (h) No Loan Party has made any contract or arrangement of any kind the performance of which by the other party thereto would give rise to any Lien or Negative Pledge on any Unencumbered Property. (i) Except as set forth on Schedule 6.18, no Unencumbered Property is part thereof of a larger tract of Property owned by any Loan Party or otherwise included under any unity of title or similar covenant with other Property not owned by a Loan Party and each Unencumbered Property constitutes a separate tax lot or lots with a separate tax assessment or assessments for such Unencumbered Property and the Improvements thereon, independent of those for any other Property or additional Lien or security interest other than Liens permitted by Section 8.01; andimprovements. (iiij) Operate the The current and anticipated use of each Unencumbered Properties in a good and workmanlike manner and Property complies in all material respects in accordance with all Laws in accordance with such Loan Party’s prudent business judgment. (b) Except where the failure would not have a material applicable zoning ordinances, regulations, and adverse effect on the value of restrictive covenants affecting the Unencumbered Properties, taken as whole, each all use restrictions of the Parent and the Borrower shallany Governmental Authority having jurisdiction have been satisfied, and shall cause each other Loan Party tono violation of any Law or regulation, which would reasonably be expected to the extent owned and controlled by result in a Loan PartyMaterial Property Event, preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to each Unencumbered Propertyexists with respect thereto.

Unencumbered Properties. (a) Except where the failure to comply Each Unencumbered Property complies with all Laws, including all subdivision and platting requirements, without reliance on any of the following would not have a Material Adverse Effectadjoining or neighboring property, each of the Parent and the Borrower shall, and shall use commercially reasonable efforts to cause each other Loan Party or the applicable tenant, to: except in such instances in which (i) Pay all real estate and personal property taxessuch requirement of Law or order, assessmentswrit, water rates injunction or sewer rents, ground rents, maintenance charges, impositions, and any other charges, including vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Unencumbered Property, now or hereafter levied or assessed or imposed against any Unencumbered Property or any part thereof (except those which are decree is being contested in good faith by appropriate proceedings diligently conducted); conducted or (ii) Promptly pay the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to result in a Material Property Event. (or cause b) The Improvements with respect to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials incurred in connection with any each Unencumbered Property comply with all Laws regarding access and facilities for handicapped or disabled persons, except in such instances in which (except those which are i) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently conducted)conducted or (ii) the failure to comply therewith, and either individually or in any event never permit the aggregate, would not reasonably be expected to be created or exist result in respect a Material Property Event. (c) No Unencumbered Property is the subject of any pending or, to any Loan Party’s knowledge, threatened adverse zoning proceeding that would reasonably be expected to result in a Material Property Event. (d) No Loan Party has directly or indirectly conveyed, assigned, or otherwise disposed of, or transferred (or agreed to do so) any development rights, air rights, or other similar rights, privileges, or attributes with respect to any Unencumbered Properties, including those arising under any zoning or property use ordinance or other Law, except where any of the foregoing would not reasonably be expected to result in a Material Property Event. (e) All utility services necessary for the use of each Unencumbered Property and the Improvements and the operation thereof for their intended purpose are available at the Unencumbered Property. (f) No Loan Party has made any contract or arrangement of any kind the performance of which by the other party thereto would give rise to any Lien or Negative Pledge on any Unencumbered Property. (g) Except as set forth on Schedule 0, no Unencumbered Property is part thereof of a larger tract of Property owned by any Loan Party or otherwise included under any unity of title or similar covenant with other Property not owned by a Loan Party and each Unencumbered Property constitutes a separate tax lot or lots with a separate tax assessment or assessments for such Unencumbered Property and the Improvements thereon, independent of those for any other Property or additional Lien or security interest other than Liens permitted by Section 8.01; andimprovements. (iiih) Operate the The current and anticipated use of each Unencumbered Properties in a good and workmanlike manner and Property complies in all material respects in accordance with all Laws in accordance with such Loan Party’s prudent business judgment. (b) Except where the failure would not have a material applicable zoning ordinances, regulations, and adverse effect on the value of restrictive covenants affecting the Unencumbered Properties, taken as whole, each all use restrictions of the Parent and the Borrower shallany Governmental Authority having jurisdiction have been satisfied, and shall cause each other Loan Party tono violation of any Law or regulation, which would reasonably be expected to result in a Material Property Event, exists with respect thereto. (d) Section 8.01 is hereby amended by (i) deleting the extent owned “and” at the end of clause (i); (ii) deleting the “.” at the end of clause (j) and controlled by replacing it with “; and”; and (iii) adding a Loan Party, preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to each Unencumbered Property.new clause (k) as follows: