A Compliance The provisions of this Agreement are intended and shall be interpreted and administered so as to not result in the imposition of additional tax or interest under Section 409A of the Code (as defined below) where applicable References herein to the termination of Executive’s employment shall, only to the extent required by Code Section 409A, be construed to mean “Separation from Service” within the meaning of [Section 409A(a)(2)(A)(i)] of the Code To the extent any such cash payment or continuing benefit payable upon Executive’s separation from service is nonqualified deferred compensation subject to Code Section 409A, then, only to the extent required by Code Section 409A, such payment or continuing benefit shall not commence until the date which is six (6) months and one day after the date of separation from service To the extent any reimbursements or in-kind benefit payments under this Agreement are subject to Code Section 409A, such reimbursements and in-kind benefit payments shall be made in accordance with [Section 1409A-3(i)(l)(iv)])] of the Treasury Regulations (as defined below) (or any similar or successor provisions), and payments with respect to such reimbursements or in-kind benefits shall be made on or before the last day of the calendar year following the calendar year in which the relevant expense is incurred If under this Agreement, an amount is paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment For purposes of this Agreement, # the “Code” shall mean the United States Internal Revenue Code of 1986, as amended, and # “Treasury Regulations” shall mean all final regulations promulgated under the Code as from time to time in effect.

Permits; Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since September 30, 2020, neither the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.

. The ​, the ​ and each [[Consolidated Entity:Organization]] conduct in the ordinary course of business in connection with the purchase of real estate a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on or with respect to such properties, and as a result thereof the Loan Parties have reasonably concluded that, except as specifically disclosed in [Schedule 5.09] (as amended by any Compliance Certificate or Loan Notice containing supplemental information thereto), any violation of such Environmental Laws and claims would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

None of the Parties shall, at any time, issue or make any reports, statements or releases to the public with respect to this Agreementor the transactions contemplated hereby or thereby, without the consent of the other Parties, which consent shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, in the event that any Party is requested or becomes legally compelled (including without limitation any reports or filings required to be made with the SEC) to disclose the existence of this Agreement or content of any of terms of the transaction, such Party (the “Disclosing Party”) shall provide the other Party with prompt written notice of that fact and shall consult with the other Party regarding such disclosure, and in any event, the Disclosing Party shall furnish only that portion of the information that is legally required.

Except as could not reasonably be expected to have a Material Adverse Effect: # each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws; # each Plan that is intended to be a qualified plan under Section 401(a) of the Code has received a favorable determination letter (or, to the extent that such Plan qualifies as a prototype or volume submitter plan, as classified by the Code, ERISA and applicable guidance promulgated thereunder, an advisory opinion letter) from the IRS to the effect that the form of such Plan is qualified or acceptable under Section 401 of the Code, or an application for such a letter is currently being processed by the IRS with respect thereto, and, to the knowledge of any Responsible Officer of the Borrower, nothing has occurred which would prevent, or cause the loss of, such tax-qualified status; and # each of the Borrower and its Restricted Subsidiaries and each of their respective ERISA Affiliates have made all required contributions to each Pension Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Pension Plan.

A Compliance The Company makes no representations or covenants that any Award granted or Deferred Compensation arrangement maintained under the Plan will comply with Section 409A of the Code

Environmental Compliance. The Company and its Subsidiaries conduct in the ordinary course of business a review of the effect of existing Environmental Laws and claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof the Company has reasonably concluded that such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

FCPA Compliance. Each Party shall, and shall ensure that its Affiliates and any Third Party contractors shall, comply with the United Stated Foreign Corrupt Practices Act (including as it may be amended) (the “FCPA”), and any analogous laws or regulations existing in any other country or region in the Territory, in connection with its performance under this Agreement. Neither Party will make any payment, either directly or indirectly, of money or other assets, including but not limited to compensation derived from this Agreement, to government or political party officials, officials of international public organizations, candidates for public office, or representatives of other businesses or persons acting on behalf of any of the foregoing, that would constitute violation of any law, rule or regulation.

Compliance Certificates. [[Organization B:Organization]] acknowledges [[Organization C:Organization]] has requested, and [[Organization B:Organization]] shall timely prepare and furnish to [[Organization C:Organization]], the financial statements and reports described in the Warehouse Agreement, plus such additional financial reports and information as [[Organization C:Organization]] may from time to time request. In addition, [[Organization B:Organization]] shall prepare and submit to [[Organization C:Organization]], on a quarterly basis and no later than thirty (30) days after the close of each fiscal quarter, a compliance certificate executed by [[Organization B:Organization]], demonstrating [[Organization B:Organization]]’s compliance with the covenants set forth in Section 1 of this Addendum and the provisions of the Warehouse Agreement, and such substantiation thereof as may be required by [[Organization C:Organization]], all in such form and content required by [[Organization C:Organization]] from time to time. A copy of [[Organization C:Organization]]’s current required form of compliance certificate is attached hereto as Exhibit E-1. Although compliance certificates are to be delivered to [[Organization C:Organization]] on a quarterly basis, [[Organization B:Organization]] shall at all times comply with all covenants set forth in Section 1 of this Addendum and the provisions of the Warehouse Agreement and [[Organization C:Organization]] may test [[Organization B:Organization]]’s compliance with such covenants and provisions at any time.

ADA Compliance. Each of the Properties is in compliance with the Americans with Disabilities Act of 1990.