“Material Adverse Change” means an adverse change of a material nature in # the financial condition or business condition of any Borrower, any Principal or any Guarantor, # the ability of any Borrower, any Principal or any Guarantor to perform its obligations under the Loan Documents or # the value, financial condition or physical condition of any Property or the Properties as a whole.

"Material Adverse Change" shall mean any material and adverse change to # the assets, financial condition, business condition, operations or properties of Borrowers or Guarantor, and any future subsidiaries thereof taken as a whole different from the facts represented or warranted herein or any of the other Loan Documents, # the ability of Borrowers or Guarantor to meet their obligations and other material obligations under the Loan Documents on a timely basis, or # the enforceability of the material terms of any of the Loan Documents.

“Material Adverse Change” means # a material adverse change in the business, operations, results of operations, assets, liabilities or condition (financial or otherwise) of the Loan Parties, taken as a whole, # a material impairment of the Loan Parties’ ability to perform their obligations under the Loan Documents to which they are parties or of the Lender Group’s ability to enforce the Obligations or realize upon the Collateral, or # a material impairment of the enforceability or priority of Agent’s Liens with respect to the Collateral as a result of an action or failure to act on the part of any Loan Party.

“Material Adverse Change” means a material adverse change in # the business, assets, operations or condition (financial or otherwise) of ​ and its Subsidiaries taken as a whole from that reflected in ​’s consolidated financial statements as of December 31, 2018, or # the validity or enforceability of this Agreement or any and all other Loan Documents or the rights or remedies of the Administrative Agent and ​ thereunder.

“Material Adverse Change” means any material adverse change in the business, assets, operations or condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole.

“Material Adverse Change” or “Material Adverse Effect” means a material adverse change in or effect on # the business, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole, or # the ability of the Borrower to perform its obligations under this Agreement, or # the legality, validity or enforceability of this Agreement.

“Material Adverse Change” means a material adverse change in # the business, assets, operations or condition (financial or otherwise) of ​ and its Subsidiaries taken as a whole from that reflected in ​’s consolidated financial statements as of December 31, 2018, or # the validity or enforceability of this Agreement or any and all other Loan Documents or the rights or remedies of [[Administrative Agent:Organization]] and [[Organization B:Organization]] thereunder.

“Material Adverse Change” shall mean any event, development, or circumstance after the date hereof that causes a material adverse change (as reasonably determined by ​) in # the financial condition of ​, Guarantor or the Property, # market conditions, generally, in the Tallahassee real estate market, # the construction and development and/or operations of the Property, # the validity or enforceability of any of the Loan Documents or # the rights and remedies of ​ under any of the Loan Documents, provided, however, any event, development, or circumstance due # to macro-economic circumstances generally applicable to real estate projects (and not particular to the Property or the immediate region in which the Property is located), or # disruptions in the capital markets, shall not be deemed to constitute a “Material Adverse Change”.

“Material Adverse Effect” means # a material adverse change in, or a material adverse effect upon, the operations, business, properties, liabilities (actual or contingent), condition (financial or otherwise) or prospects of the Borrower or the Borrower and its Subsidiaries taken as a whole; # a material impairment of the ability of the Borrower to perform its obligations under any Loan Document to which it is a party; or # a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrower of any Loan Document to which it is a party.

“Material Adverse Change” is # a material impairment in the perfection or priority of Bank’s Lien in the Collateral or in the value of such Collateral; # a material adverse change in the business, operations, or condition (financial or otherwise) of Borrower; # a material impairment of the prospect of repayment of any portion of the Obligations; or # Bank determines, based upon information available to it and in its reasonable judgment, that there is a reasonable likelihood that Borrower shall fail to comply with one or more of the financial covenants in Section 6 during the next succeeding financial reporting period.