Business and Operations. The Borrowers will continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance, management and operation of the Properties for industrial and other uses ancillary thereto. Each Borrower will qualify to do business and will remain in good standing under the laws of the state of its formation and the state of Illinois or Wisconsin, as applicable, as and to the extent the same are required for the ownership, maintenance, management and operation of any Property. The Borrowers shall keep and maintain all Licenses necessary for the operation of the Properties as of the date hereof for industrial and other appurtenant and related uses.

Operations. The operations of the Company and the Subsidiaries are and have been conducted at all times in compliance with applicable financial record keeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the money laundering statutes of all jurisdictions to which the Company or the Subsidiaries are subject, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency having jurisdiction over the Company (collectively, the “Money Laundering Laws”), except where the failure to be in such compliance would not result in a Material Adverse Effect; and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

Operations. Prior to Closing, Sellers' operations have complied, to the best of Sellers' knowledge, in all material respects, with all federal, state, local and other statutes and regulations and all rules and regulations of any applicable regulatory agency governing Sellers' business.

The Building is designed to qualify for LEED certification and shall be operated pursuant to the LEED Design/Operational Requirements and Landlord’s sustainable building practices. Landlord’s sustainability practices address whole-building operations and maintenance issues, including, but not limited to, chemical use, indoor air quality, energy efficiency, water efficiency, recycling programs, exterior maintenance programs, and systems upgrades to meet green building energy, water, indoor air quality, and lighting performance standards. All construction and maintenance methods and procedures, material purchases, and disposal of waste must be in compliance with minimum standards and specifications, in addition to all Applicable Laws. Notwithstanding the foregoing, Tenant shall not be obligated to apply for LEED certification.

Operations Agreement. Each Operations Agreement is in full force and effect and none of the Borrowers nor, to each Borrower’s knowledge, any other party to any Operations Agreement, is in material default thereunder, and, to each Borrower’s knowledge, there are no conditions which, with the passage of time or the giving of notice, or both, would constitute a material default thereunder. Except as described herein (including the Exhibits and Schedules attached hereto), no Operations Agreement has been modified, amended or supplemented.

Ongoing Operations. From the Effective Date through Closing:

Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

Base of Operations. For purposes of this Agreement, the base of operation of the Aircraft is John Glenn International Airport, [[Address A:Address]]; provided, that such base may be changed upon notice from AEP to User.

Doing Business. All parties which have had any interest in the Mortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in which they held and disposed of such interest, were) # in compliance with any and all applicable licensing requirements of the laws of the state wherein the Mortgaged Property is located, and # either # organized under the laws of such state, or # qualified to do business in such state, or # a federal savings and loan association, a savings bank or a national bank having a principal office in such state, or # not doing business in such state.

Business Activities. Since its organization, BRPA has not conducted any business activities other than activities directed toward the accomplishment of a Business Combination. Except as set forth in the BRPA Charter Documents, there is no agreement, commitment, exclusive license, judgment, injunction, order, or decree binding upon BRPA or to which BRPA is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice of BRPA, any acquisition of property by BRPA, or the conduct of business by BRPA. Since its organization, Merger Sub has not conducted any business activities other than in connection with this Agreement. In addition, none of BRPA or Merger Sub or any of their respective Subsidiaries or Associates has an interest of five percent (5%) or greater in an entity that operate in the same industries as or compete with the Company or any of its Subsidiaries. For purposes of this Section 3.13, “Associate” is defined pursuant to 16 C.F.R. § 801.1(d)(2).