“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” means anChange" shall mean any material and adverse change of a material nature into # the assets, financial conditioncondition, business condition, operations or business conditionproperties of Borrowers or Guarantor, and any Borrower, any Principalfuture subsidiaries thereof taken as a whole different from the facts represented or warranted herein or any Guarantor,of the other Loan Documents, # the ability of any Borrower, any PrincipalBorrowers or any Guarantor to perform itsmeet their obligations and other material obligations under the Loan Documents on a timely basis, or # the value, financial condition or physical conditionenforceability of the material terms of any Property orof the Properties as a whole.Loan Documents.

“Material Adverse Change” means an# 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 nature in #impairment of the financial condition or business condition of any Borrower, any Principal or any Guarantor, # theLoan Parties’ ability of any Borrower, any Principal or any Guarantor to perform itstheir 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 value, financial conditionenforceability or physical conditionpriority of Agent’s Liens with respect to the Collateral as a result of an action or failure to act on the part of any Property or the Properties as a whole.Loan Party.

“Material Adverse Change” means ana material adverse change of a material nature 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 conditionstatements as of December 31, 2018, or business condition# the validity or enforceability of any Borrower, any Principalthis Agreement or any Guarantor, # the ability of any Borrower, any Principal or any Guarantor to perform its obligations under theand all other Loan Documents or # the value, financial conditionrights or physical conditionremedies of any Property or the Properties as a whole.Administrative Agent and ​ thereunder.

““Material Adverse Change”Change” means anany material adverse change in the business, assets, operations or condition (financial or otherwise) 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 performBorrower and its obligations under the Loan Documents or # the value, financial condition or physical condition of any Property or the PropertiesSubsidiaries taken as a whole.

“Material Adverse Change” or “Material Adverse Effect” means ana material adverse change of a material nature in or effect on # the business, financial condition or business conditionresults of any Borrower, any Principaloperations of the Borrower and its Subsidiaries, taken as a whole, or any Guarantor, # the ability of any Borrower, any Principal or any Guarantorthe Borrower to perform its obligations under the Loan Documentsthis Agreement, or # the value, financial conditionlegality, validity or physical conditionenforceability of any Property or the Properties as a whole.this Agreement.

“Material Adverse Change” means ana material adverse change of a material nature 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 conditionstatements as of December 31, 2018, or business condition# the validity or enforceability of any Borrower, any Principalthis Agreement or any Guarantor, # the ability of any Borrower, any Principal or any Guarantor to perform its obligations under theand all other Loan Documents or # the value, financial conditionrights or physical conditionremedies of any Property or the Properties as a whole.[[Administrative Agent:Organization]] and [[Organization B:Organization]] thereunder.

“Material Adverse Change” means anshall mean any event, development, or circumstance after the date hereof that causes a material adverse change of a material nature(as reasonably determined by ​) in # the financial condition of ​, Guarantor or business conditionthe 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 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 conditionrights and remedies of ​ under any of the Loan Documents, provided, however, any event, development, or physical condition of anycircumstance due # to macro-economic circumstances generally applicable to real estate projects (and not particular to the Property or the Properties asimmediate region in which the Property is located), or # disruptions in the capital markets, shall not be deemed to constitute a whole.“Material Adverse Change”.

“Material Adverse Change”Effect” means an# a material adverse change ofin, or a material nature inadverse 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; # the financial condition or business conditiona material impairment of any Borrower, any Principal or any Guarantor, # the ability of any Borrower, any Principal or any Guarantorthe Borrower to perform its obligations under theany Loan DocumentsDocument to which it is a party; or # a material adverse effect upon the value, financial conditionlegality, validity, binding effect or physical conditionenforceability against the Borrower of any Property or the Properties asLoan Document to which it is a whole.party.

““Material Adverse Change” means anChange” 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 natureimpairment 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 condition or business condition of any Borrower, any Principal or any Guarantor, #covenants in Section 6 during the ability of any Borrower, any Principal or any Guarantor to perform its obligations under the Loan Documents or # the value,next succeeding financial condition or physical condition of any Property or the Properties as a whole.reporting period.