Tax Status. The Company and each of its Subsidiaries have filed all federal, state, local and foreign tax returns which have been required to be filed and paid all taxes shown thereon through the date hereof, to the extent that such taxes have become due and are not being contested in good faith, except where the failure to so file or pay would not have a Material Adverse Effect. No tax deficiency has been determined adversely to the Company or any of its Subsidiaries which has had, or would have, individually or in the aggregate, a Material Adverse Effect. The Company has no knowledge of any federal, state or other governmental tax deficiency, penalty or assessment which has been or might be asserted or threatened against it which would have a Material Adverse Effect

Purchaser Status. At the time the Purchaser was offered the Shares, it was, and as of the date hereof it is, outside the United States or an institutional accredited investor within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

Marital Status. The Committee, the Plan, the Trustee, and the Employers shall be fully protected and discharged from any liability to the extent of any benefit payments made as a result of the Committee’s good faith and reasonable reliance upon information obtained from a Participant and his or her Employer as to his or her marital status.

Funding Status The Plan at all times will be entirely unfunded and no provision will be made with respect to segregating any assets of the Company for payment of any benefits Any Participant or Eligible Spouse will only have the rights of a general unsecured creditor of the Company with respect to any rights under the Plan The Company may choose to establish a separate trust (the "Trust"), and to contribute to the Trust from time to time assets that will be held therein, subject to the claims of the Company's creditors in the event of the Company's insolvency, until paid to Plan Participants and Surviving Spouses in such manner and at such times as specified in the Plan It is the intention of the Company that such Trust, if established, will constitute an unfunded arrangement, and will not affect the status of the Plan as an unfunded Plan The trustee of the Trust may invest the Trust assets, unless the Board, in its sole discretion, chooses either to instruct the trustee as to the investment of Trust assets or to appoint one or more investment managers to do so

REIT Status. The Plan shall be interpreted and construed in a manner consistent with the Company's status as a REIT. No Award shall be granted or awarded, and with respect to any Award granted under the Plan, such Award shall not vest, be exercisable or be settled:

Collateral Status. The Grantors will promptly notify the Bank if there is any adverse change in the status of the Collateral that materially impairs its value or collectibility, or if any defenses, set-offs or counterclaims are asserted by Account Debtors which in the aggregate materially impair the value or collectibility of the Accounts.

REIT Status. Beginning with its taxable year ended on December 31, 2012, and through and including each Closing Date, the Parent # has been organized and operated in conformity with the requirements to qualify as a real estate investment trust (a “REIT”) within the meaning of [Sections 856 through 860] of the Code, and the current and proposed method of operation for the Parent will enable it to continue to meet the requirements for qualification as a REIT through and including each such Closing Date, and # has not taken or omitted to take any action which would reasonably be expected to result in the Parent’s failure to qualify as a REIT, and no challenge to the Parent’s status as a REIT is pending or threatened in writing. No subsidiary of the Parent is a corporation for United States federal income tax purposes, other than a corporation that qualifies as a “qualified REIT subsidiary” within the meaning of Section 856(i)(2) of the Code or a “taxable REIT subsidiary” within the meaning of Section 856(1) of the Code, and no subsidiary of the Parent owns assets (including, without limitation, securities) that would cause the Parent to violate Section 856(c)(4) of the Code. The Parent’s deduction for dividends paid, within the meaning of Section 561 of the Code, for each taxable year, taking into account any dividends subject to Sections 857(b)(9) or 858 of the Code, has not been less than the Parent’s REIT taxable income, as defined in Section 857(b)(2) of the Code, determined without regard to any deduction for dividends paid for such year and by excluding the Parent’s net capital gain for such year. The Company has been properly treated since formation as a partnership or a disregarded entity (rather than an association or partnership taxable as a corporation) within the meaning of Section 7701 of the Code and all applicable regulations under the Code (including [Sections 301.7701-2 and 301.7701-3]3]3]3] thereof) and no election has been made to the contrary.

Reporting Status. For so long as any Units, Warrants or Warrant Units are outstanding, the Parent shall timely file all reports required to be filed with the SEC pursuant to the Exchange Act, and the Parent shall maintain its status as an issuer required to file reports under the Exchange Act, even if the Exchange Act would no longer require (or otherwise permit the termination of such filing requirements), and the Parent shall use commercially reasonable efforts to maintain its eligibility to register Common Stock for resale by the Purchaser on a registration statement in a suitable form under the Securities Act.

REIT Status. For each taxable year or other period in which any Purchased Security is outstanding or any Purchased Security or Warrant Unit is owned by Purchaser, its direct or indirect owners or affiliates, the Parent will use its reasonable best efforts to continue to qualify as a REIT under the Code and the Company will use its reasonable best efforts to be treated as a partnership or a disregarded entity (rather than an association or partnership taxable as a corporation) within the meaning of Section 7701 of the Code and all applicable regulations under the Code (including [Sections 301.7701-2 and 301.7701-3]3]3]3] thereof).

Pubco Status. Recognizing that each of the other Parties to this Agreement has a direct or indirect interest in the value of ​ common stock, which is cause in part for the willingness of the Parties to enter into this Agreement, ​ covenants that it will remain registered as a reporting company under the Securities Exchange Act of 1934, as amended, and will apply its best efforts to preserving the listing of its common stock on Nasdaq.