Common use of Ownership of the Properties Clause in Contracts

Ownership of the Properties. (a) Except as set forth on Schedule 4.04(a), the Contributor has good and marketable title in fee simple to all Properties designated as owned real property in Exhibit A hereto and has the power and authority to transfer, sell, assign and convey to the Operating Partnership such owned real property free and clear of all Liens, except for Permitted Liens, and, upon delivery of the consideration for such owned real property as provided herein, the Operating Partnership will acquire good and valid title thereto, free and clear of any Liens, except for Permitted Liens and Liens created by the Operating Partnership Agreement. (b) Except as set forth on Schedule 4.04(b), the Contributor has a valid leasehold interest in, and enjoys peaceful and undisturbed possession (consistent with historical use) of all Properties designated as leased real property in Exhibit A hereto, and has the power and authority to transfer, sell, assign and convey to the Operating Partnership such leased real property free and clear of all Liens, except Permitted Liens, and, upon delivery of the consideration for such leased real property as provided herein, the Operating Partnership will acquire a valid leasehold interest thereto, free and clear of any Liens, except for Permitted Liens and Liens created by the Operating Partnership Agreement. The Contributor has not received any written notice of any material uncured default under any of the real property leases pursuant to which it leases such Properties, and to the Contributor’s knowledge there is no material uncured default by any landlord thereunder, except in each case as would not reasonably be expected to have a Material Adverse Effect.

Ownership of the Properties. (a) Except as set forth on Schedule 4.04(a4.04(a)(i), the Contributor Initial Property Owner that owns the Property that is designated as owned real property in Exhibit A hereto has good and marketable title in fee simple to all Properties designated as owned real property in Exhibit A hereto and has the power and authority to transfer, sell, assign and convey to the Operating Partnership such owned real property Property free and clear of all Liens, except for Permitted Liens, and, upon delivery . No Person has any right or option to acquire all or any portion of the consideration for such owned real property as provided hereinProperty, other than the Operating Partnership will acquire good and valid title thereto, free and clear of any Lienspursuant to this Agreement, except for Permitted Liens and Liens created by the Operating Partnership Agreementas set forth on Schedule 4.04(a)(ii). (b) Except as set forth on Schedule 4.04(b)would not reasonably be expected to have a Fund Material Adverse Effect, the Contributor Initial Property Owner that leases the Property that is designated as leased real property in Exhibit A hereto has a valid leasehold interest in, and enjoys peaceful and undisturbed possession (consistent with historical use) of all Properties designated as leased real property in Exhibit A heretothe Property, and has the power and authority to transfer, sell, assign and convey pursuant to the Operating Partnership such leased real property terms of said Lease, in each case free and clear of all Liens, except Permitted Liens, and, upon delivery of the consideration for such leased real property as provided herein, the Operating Partnership will acquire a valid leasehold interest thereto, free and clear of any Liens, except for Permitted Liens and Liens created by the Operating Partnership Agreement. The Contributor Initial Property Owner has not received any written notice of any material uncured default under any of the real property leases pursuant to which it leases such Propertiesthe Property, and to the Contributor’s Contributors’ knowledge there is no material uncured default by any landlord thereunder. (c) The Initial Property Owner has in place an owner’s or leasehold owner’s policy of title insurance that is currently effective for the Property it is listed as owning on Exhibit A, insuring title in the name of the Initial Property Owner, as listed on Schedule 4.04(c) hereto. (d) Except for matters set forth on Schedule 4.04(d) hereto and except in each case as would not reasonably be expected to have a Fund Material Adverse Effect, (1) no Contributor, nor the Initial Property Owner nor the Property nor, to the knowledge of any Contributor, any other party to any material agreement affecting the Property (other than a Lease (as such term is hereinafter defined) for space within the Property), is in default under any such material agreement affecting the Property, (2) to the knowledge of the Contributor, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any obligation of any party thereto or the creation of a Lien upon any asset of the Contributor being contributed to the Operating Partnership, Initial Property Owner or the Property and (3) to the Contributor’s knowledge, all agreements affecting the Property required for the continued ownership, use, occupancy, management, leasing and operation of the Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (e) Schedule 4.04(e) sets forth information with respect to the Leases of the Property which is true and accurate in all material respects, including the tenant, lease term expiration date and current rent terms. No renewal options exist that are not otherwise specified in the Leases. Subject to the terms of any ground lease identified on Schedule 4.04(e), no party has any rights of possession or occupancy to the Property, except for such rights as arise pursuant to the Leases or as may be reflected in the Title Policies. Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Fund Material Adverse Effect or that are otherwise disclosed on Schedule 4.04(e), (1) no Contributor, nor the Initial Property Owner nor the Property nor, to the knowledge of any Contributor, any other party to any Lease, is in monetary default or material non-monetary default under such Lease, (2) no Contributor has received any written threat nor, to the Contributor’s knowledge, has any event occurred, which with or without the passage of time or the giving of notice, or both, would constitute a default under any Lease or would permit termination, modification or acceleration under such Lease and (3) the Contributor has no reason to believe and has not received written notice that the leases (and all amendments thereto or modifications thereof) to which the Initial Property Owner is a party or by which the Initial Property Owner is bound or subject (collectively, the “Leases”) are not valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. There exists no unfulfilled matured obligation on the part of either Contributor, Initial Property Owner or the Property to dedicate or grant an easement or easements over any portion or portions of the Property to any Governmental Authority. (f) To the Contributor’s knowledge, all the buildings, fixtures and leasehold improvements used by the Initial Property Owner (or its agents) or the Property in connection with the use and operation of the improvements located on the Property are located on the Property. Each of the Property abuts on at least one side a public street or road so as to provide and permit adequate vehicular and pedestrian ingress, egress and access to such parcel, or has adequate easements across intervening property to permit adequate vehicular and pedestrian ingress, egress and access to such parcel from a public street or road. (g) Except as shown on Schedule 4.04(g), there are no material defects in the Property known to the Contributor or the Initial Property Owner, including all systems therein, all structural components of the buildings located thereon (including, without limitation, the roof and the exterior walls and all operating systems, including, without limitation, the air conditioning system, the heating system, the plumbing system, the electrical system, the fire alarm system, if any, and the sprinkling system, if any). To the Contributor’s knowledge, all water, sewer, electric, natural gas, telephone, drainage facilities and all other utilities required for the current use of the Property are installed to the boundary of the Property, are connected with valid permits, comply with all applicable governmental requirements and are adequate to service the Property for its current use, and no utility deposits are on deposit with respect to any such facilities.

Ownership of the Properties. (a) Except as set forth on Schedule 4.04(a4.04(a)(i), each Initial Property Owner that owns any of the Contributor Property that is designated as owned real property in Exhibit A hereto has good and marketable title in fee simple to all Properties designated as owned real property in Exhibit A hereto and has the power and authority to transfer, sell, assign and convey to the Operating Partnership such owned real property Property free and clear of all Liens, except for Permitted Liens. No Person has any right or option to acquire all or any portion of any Property, and, upon delivery of the consideration for such owned real property as provided herein, other than the Operating Partnership will acquire good and valid title thereto, free and clear of any Lienspursuant to this Agreement, except for Permitted Liens and Liens created by the Operating Partnership Agreementas set forth on Schedule 4.04(a)(ii). (b) Except as set forth on Schedule 4.04(b)would not reasonably be expected to have a Fund Material Adverse Effect, each Initial Property Owner that leases any of the Contributor Property that is designated as leased real property in Exhibit A hereto has a valid leasehold interest in, and enjoys peaceful and undisturbed possession (consistent with historical use) of all Properties designated as leased real property in Exhibit A heretosuch Property, and has the power and authority to transfer, sell, assign and convey pursuant to the Operating Partnership such leased real property terms of said Lease, in each case free and clear of all Liens, except Permitted Liens, and, upon delivery of the consideration for such leased real property as provided herein, the Operating Partnership will acquire a valid leasehold interest thereto, free and clear of any Liens, except for Permitted Liens and Liens created by the Operating Partnership Agreement. The Contributor No Initial Property Owner has not received any written notice of any material uncured default under any of the real property leases pursuant to which it leases such Properties, and to the Contributor’s Contributors’ knowledge there is no material uncured default by any landlord thereunder. (c) Each Initial Property Owner has in place an owner’s or leasehold owner’s policy of title insurance that is currently effective for the Property it is listed as owning on Exhibit A, insuring title in the name of such Initial Property Owner, as listed on Schedule 4.04(c) hereto. (d) Except for matters set forth on Schedule 4.04(d) hereto and except in each case as would not reasonably be expected to have a Fund Material Adverse Effect, (1) no Contributor, nor any of the Initial Property Owners nor any of the Properties nor, to the knowledge of any Contributor, any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in default under such agreement, (2) to the knowledge of the Contributor, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any obligation of any party thereto or the creation of a Lien upon any asset of the Contributor being contributed to the Operating Partnership, Initial Property Owners or the Properties and (3) to the Contributor’s knowledge, all agreements affecting any Property required for the continued ownership, use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (e) Schedule 4.04(e) sets forth information with respect to the Leases of each Property which is true and accurate in all material respects, including the tenant, lease term expiration date and current rent terms. No renewal options exist that are not otherwise specified in the Leases. Subject to the terms of any ground lease identified on Schedule 4.04(e), no party has any rights of possession or occupancy to any of the Properties, except for such rights as arise pursuant to the Leases reflected in the Title Policies. Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Fund Material Adverse Effect or that are otherwise disclosed on Schedule 4.04(e), (1) no Contributor, nor any of the Initial Property Owners nor any of the Properties nor, to the knowledge of any Contributor, any other party to any Lease, is in monetary default or material non-monetary default under such Lease, (2) no Contributor has received any written threat nor, to the Contributor’s knowledge, has any event occurred, which with or without the passage of time or the giving of notice, or both, would constitute a default under any Lease or would permit termination, modification or acceleration under such Lease and (3) the Contributor has no reason to believe and has not received written notice that the leases (and all amendments thereto or modifications thereof) to which the Initial Property Owners are a party or by which the Initial Property Owners are bound or subject (collectively, the “Leases”) are not valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. There exists no unfulfilled obligation on the part of either Contributor, Initial Property Owner or any Property to dedicate or grant an easement or easements over any portion or portions of any of the Property to any Governmental Authority. (f) To the Contributor’s knowledge, all the buildings, fixtures and leasehold improvements used by any Initial Property Owner (or its agents) or any Property in connection with the use and operation of the improvements located on the Properties are located on such Property. Each of the Properties abuts on at least one side a public street or road so as to provide and permit adequate vehicular and pedestrian ingress, egress and access to such parcel, or has adequate easements across intervening property to permit adequate vehicular and pedestrian ingress, egress and access to such parcel from a public street or road. (g) Except as shown on Schedule 4.04(g), there are no material defects in the Properties known to the Contributor or any Initial Property Owner, including all systems therein, all structural components of the buildings located thereon (including, without limitation, the roof and the exterior walls and all operating systems, including, without limitation, the air conditioning system, the heating system, the plumbing system, the electrical system, the fire alarm system, if any, and the sprinkling system, if any). To the Contributor’s knowledge, all water, sewer, electric, natural gas, telephone, drainage facilities and all other utilities required for the current use of each Property are installed to the boundary of such Property, are connected with valid permits, comply with all applicable governmental requirements and are adequate to service the Property for its current use, and no utility deposits are on deposit with respect to any such facilities.

Ownership of the Properties. (a) Except as set forth on Schedule 4.04(a4.04(a)(i), each Initial Property Owner that owns any of the Contributor Property that is designated as owned real property in Exhibit A hereto has good and marketable title in fee simple to all Properties designated as owned real property in Exhibit A hereto and has the power and authority to transfer, sell, assign and convey to the Operating Partnership such owned real property Property free and clear of all Liens, except for Permitted Liens. No Person has any right or option to acquire all or any portion of any Property, and, upon delivery of the consideration for such owned real property as provided herein, other than the Operating Partnership will acquire good and valid title thereto, free and clear of any Lienspursuant to this Agreement, except for Permitted Liens and Liens created by the Operating Partnership Agreementas set forth on Schedule 4.04(a)(ii). (b) Except as set forth on Schedule 4.04(b)would not reasonably be expected to have a Fund Material Adverse Effect, each Initial Property Owner that leases any of the Contributor Property that is designated as leased real property in Exhibit A hereto has a valid leasehold interest in, and enjoys peaceful and undisturbed possession (consistent with historical use) of all Properties designated as leased real property in Exhibit A heretosuch Property, and has the power and authority to transfer, sell, assign and convey pursuant to the Operating Partnership such leased real property terms of said Lease, in each case free and clear of all Liens, except Permitted Liens, and, upon delivery of the consideration for such leased real property as provided herein, the Operating Partnership will acquire a valid leasehold interest thereto, free and clear of any Liens, except for Permitted Liens and Liens created by the Operating Partnership Agreement. The Contributor No Initial Property Owner has not received any written notice of any material uncured default under any of the real property leases pursuant to which it leases such Properties, and to the Contributor’s Contributors’ knowledge there is no material uncured default by any landlord thereunder. (c) Each Initial Property Owner has in place an owner’s or leasehold owner’s policy of title insurance that is currently effective for the Property it is listed as owning on Exhibit A, insuring title in the name of such Initial Property Owner, as listed on Schedule 4.04(c) hereto. (d) Except for matters set forth on Schedule 4.04(d) hereto and except in each case as would not reasonably be expected to have a Fund Material Adverse Effect, (1) no Contributor, nor any of the Initial Property Owners nor any of the Properties nor, to the knowledge of any Contributor, any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in default under any such material agreement affecting any Property, (2) to the knowledge of the Contributor, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any obligation of any party thereto or the creation of a Lien upon any asset of the Contributor being contributed to the Operating Partnership, Initial Property Owners or the Properties and (3) to the Contributor’s knowledge, all agreements affecting any Property required for the continued ownership, use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (e) Schedule 4.04(e) sets forth information with respect to the Leases of each Property which is true and accurate in all material respects, including the tenant, lease term expiration date and current rent terms. No renewal options exist that are not otherwise specified in the Leases. Subject to the terms of any ground lease identified on Schedule 4.04(e), no party has any rights of possession or occupancy to any of the Properties, except for such rights as arise pursuant to the Leases as may be reflected in the Title Policies. Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Fund Material Adverse Effect or that are otherwise disclosed on Schedule 4.04(e), (1) no Contributor, nor any of the Initial Property Owners nor any of the Properties nor, to the knowledge of any Contributor, any other party to any Lease, is in monetary default or material non-monetary default under such Lease, (2) no Contributor has received any written threat nor, to the Contributor’s knowledge, has any event occurred, which with or without the passage of time or the giving of notice, or both, would constitute a default under any Lease or would permit termination, modification or acceleration under such Lease and (3) no Contributor has a reason to believe or has received written notice that the leases (and all amendments thereto or modifications thereof) to which the Initial Property Owners are a party or by which the Initial Property Owners are bound or subject (collectively, the “Leases”) are not valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. There exists no matured unfulfilled obligation on the part of any Contributor, Initial Property Owner or any Property to dedicate or grant an easement or easements over any portion or portions of any of the Property to any Governmental Authority. (f) To each Contributor’s knowledge, all the buildings, fixtures and leasehold improvements used by any Initial Property Owner (or its agents) or any Property in connection with the use and operation of the improvements located on the Properties are located on such Property. Each of the Properties abuts on at least one side a public street or road so as to provide and permit adequate vehicular and pedestrian ingress, egress and access to such parcel, or has adequate easements across intervening property to permit adequate vehicular and pedestrian ingress, egress and access to such parcel from a public street or road. (g) Except as shown on Schedule 4.04(g), there are no material defects in the Properties known to any Contributor or any Initial Property Owner, including all systems therein, all structural components of the buildings located thereon (including, without limitation, the roof and the exterior walls and all operating systems, including, without limitation, the air conditioning system, the heating system, the plumbing system, the electrical system, the fire alarm system, if any, and the sprinkling system, if any). To each Contributor’s knowledge, all water, sewer, electric, natural gas, telephone, drainage facilities and all other utilities required for the current use of each Property are installed to the boundary of such Property, are connected with valid permits, comply with all applicable governmental requirements and are adequate to service the Property for its current use, and no utility deposits are on deposit with respect to any such facilities.

Ownership of the Properties. (a) Except as set forth on Schedule 4.04(a4.04(a)(i), the Contributor Initial Property Owner that owns the Property that is designated as owned real property in Exhibit A hereto has good and marketable title in fee simple to all Properties designated as owned real property in Exhibit A hereto and has the power and authority to transfer, sell, assign and convey to the Operating Partnership such owned real property Property free and clear of all Liens, except for Permitted Liens, and, upon delivery . No Person has any right or option to acquire all or any portion of the consideration for such owned real property as provided hereinProperty, other than the Operating Partnership will acquire good and valid title thereto, free and clear of any Lienspursuant to this Agreement, except for Permitted Liens and Liens created by the Operating Partnership Agreementas set forth on Schedule 4.04(a)(ii). (b) Except as set forth on Schedule 4.04(b)would not reasonably be expected to have a Fund Material Adverse Effect, the Contributor Initial Property Owner that leases the Property that is designated as leased real property in Exhibit A hereto has a valid leasehold interest in, and enjoys peaceful and undisturbed possession (consistent with historical use) of all Properties designated as leased real property in Exhibit A heretothe Property, and has the power and authority to transfer, sell, assign and convey pursuant to the Operating Partnership such leased real property terms of said Lease, in each case free and clear of all Liens, except Permitted Liens, and, upon delivery of the consideration for such leased real property as provided herein, the Operating Partnership will acquire a valid leasehold interest thereto, free and clear of any Liens, except for Permitted Liens and Liens created by the Operating Partnership Agreement. The Contributor Initial Property Owner has not received any written notice of any material uncured default under any of the real property leases pursuant to which it leases such Propertiesthe Property, and to the Contributor’s Contributors’ knowledge there is no material uncured default by any landlord thereunder. (c) The Initial Property Owner has in place an owner’s or leasehold owner’s policy of title insurance that is currently effective for the Property it is listed as owning on Exhibit A, insuring title in the name of the Initial Property Owner, as listed on Schedule 4.04(c) hereto. (d) Except for matters set forth on Schedule 4.04(d) hereto and except in each case as would not reasonably be expected to have a Fund Material Adverse Effect, (1) no Contributor, nor the Initial Property Owner nor the Property nor, to the knowledge of any Contributor, any other party to any material agreement affecting the Property (other than a Lease (as such term is hereinafter defined) for space within the Property), is in default under such agreement, (2) to the knowledge of the Contributor, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any obligation of any party thereto or the creation of a Lien upon any asset of the Contributor being contributed to the Operating Partnership, Initial Property Owner or the Property and (3) to the Contributor’s knowledge, all agreements affecting the Property required for the continued ownership, use, occupancy, management, leasing and operation of the Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (e) Schedule 4.04(e) sets forth information with respect to the Leases of the Property which is true and accurate in all material respects, including the tenant, lease term expiration date and current rent terms. No renewal options exist that are not otherwise specified in the Leases. Subject to the terms of any ground lease identified on Schedule 4.04(e), no party has any rights of possession or occupancy to the Property, except for such rights as arise pursuant to the Leases reflected in the Title Policies. Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Fund Material Adverse Effect or that are otherwise disclosed on Schedule 4.04(e), (1) no Contributor, nor the Initial Property Owner nor the Property nor, to the knowledge of any Contributor, any other party to any Lease, is in monetary default or material non-monetary default under such Lease, (2) no Contributor has received any written threat nor, to the Contributor’s knowledge, has any event occurred, which with or without the passage of time or the giving of notice, or both, would constitute a default under any Lease or would permit termination, modification or acceleration under such Lease and (3) the Contributor has no reason to believe and has not received written notice that the leases (and all amendments thereto or modifications thereof) to which the Initial Property Owner is a party or by which the Initial Property Owner is bound or subject (collectively, the “Leases”) are not valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. There exists no unfulfilled obligation on the part of either Contributor, Initial Property Owner or the Property to dedicate or grant an easement or easements over any portion or portions of the Property to any Governmental Authority. (f) To the Contributor’s knowledge, all the buildings, fixtures and leasehold improvements used by the Initial Property Owner (or its agents) or the Property in connection with the use and operation of the improvements located on the Property are located on the Property. Each of the Property abuts on at least one side a public street or road so as to provide and permit adequate vehicular and pedestrian ingress, egress and access to such parcel, or has adequate easements across intervening property to permit adequate vehicular and pedestrian ingress, egress and access to such parcel from a public street or road. (g) Except as shown on Schedule 4.04(g), there are no material defects in the Property known to the Contributor or the Initial Property Owner, including all systems therein, all structural components of the buildings located thereon (including, without limitation, the roof and the exterior walls and all operating systems, including, without limitation, the air conditioning system, the heating system, the plumbing system, the electrical system, the fire alarm system, if any, and the sprinkling system, if any). To the Contributor’s knowledge, all water, sewer, electric, natural gas, telephone, drainage facilities and all other utilities required for the current use of the Property are installed to the boundary of the Property, are connected with valid permits, comply with all applicable governmental requirements and are adequate to service the Property for its current use, and no utility deposits are on deposit with respect to any such facilities.

Ownership of the Properties. (a) Except as set forth on Schedule 4.04(a4.04(a)(i), each Initial Property Owner that owns any of the Contributor Property that is designated as owned real property in Exhibit A hereto has good and marketable title in fee simple to all Properties designated as owned real property in Exhibit A hereto and has the power and authority to transfer, sell, assign and convey to the Operating Partnership such owned real property Property free and clear of all Liens, except for Permitted Liens. No Person has any right or option to acquire all or any portion of any Property, and, upon delivery of the consideration for such owned real property as provided herein, other than the Operating Partnership will acquire good and valid title thereto, free and clear of any Lienspursuant to this Agreement, except for Permitted Liens and Liens created by the Operating Partnership Agreementas set forth on Schedule 4.04(a)(ii). (b) Except as set forth on Schedule 4.04(b)would not reasonably be expected to have a Fund Material Adverse Effect, each Initial Property Owner that leases any of the Contributor Property that is designated as leased real property in Exhibit A hereto has a valid leasehold interest in, and enjoys peaceful and undisturbed possession (consistent with historical use) of all Properties designated as leased real property in Exhibit A heretosuch Property, and has the power and authority to transfer, sell, assign and convey pursuant to the Operating Partnership such leased real property terms of said Lease, in each case free and clear of all Liens, except Permitted Liens, and, upon delivery of the consideration for such leased real property as provided herein, the Operating Partnership will acquire a valid leasehold interest thereto, free and clear of any Liens, except for Permitted Liens and Liens created by the Operating Partnership Agreement. The Contributor No Initial Property Owner has not received any written notice of any material uncured default under any of the real property leases pursuant to which it leases such Properties, and to the Contributor’s Contributors’ knowledge there is no material uncured default by any landlord thereunder. (c) Each Initial Property Owner has in place an owner’s or leasehold owner’s policy of title insurance that is currently effective for the Property it is listed as owning on Exhibit A, insuring title in the name of such Initial Property Owner, as listed on Schedule 4.04(c) hereto. (d) Except for matters set forth on Schedule 4.04(d) hereto and except in each case as would not reasonably be expected to have a Fund Material Adverse Effect, (1) no Contributor, nor any of the Initial Property Owners nor any of the Properties nor, to the knowledge of any Contributor, any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in default under such agreement, (2) to the knowledge of the Contributor, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any obligation of any party thereto or the creation of a Lien upon any asset of the Contributor being contributed to the Operating Partnership, Initial Property Owners or the Properties and (3) to the Contributor’s knowledge, all agreements affecting any Property required for the continued ownership, use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (e) Schedule 4.04(e) sets forth information with respect to the Leases of each Property which is true and accurate in all material respects, including the tenant, lease term expiration date and current rent terms. No renewal options exist that are not otherwise specified in the Leases. Subject to the terms of any ground lease identified on Schedule 4.04(e), no party has any rights of possession or occupancy to any of the Properties, except for such rights as arise pursuant to the Leases reflected in the Title Policies. Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Fund Material Adverse Effect or that are otherwise disclosed on Schedule 4.04(e), (1) no Contributor, nor any of the Initial Property Owners nor any of the Properties nor, to the knowledge of any Contributor, any other party to any Lease, is in monetary default or material non-monetary default under such Lease, (2) no Contributor has received any written threat nor, to the Contributor’s knowledge, has any event occurred, which with or without the passage of time or the giving of notice, or both, would constitute a default under any Lease or would permit termination, modification or acceleration under such Lease and (3) no Contributor has a reason to believe or has received written notice that the leases (and all amendments thereto or modifications thereof) to which the Initial Property Owners are a party or by which the Initial Property Owners are bound or subject (collectively, the “Leases”) are not valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. There exists no unfulfilled obligation on the part of any Contributor, Initial Property Owner or any Property to dedicate or grant an easement or easements over any portion or portions of any of the Property to any Governmental Authority. (f) To each Contributor’s knowledge, all the buildings, fixtures and leasehold improvements used by any Initial Property Owner (or its agents) or any Property in connection with the use and operation of the improvements located on the Properties are located on such Property. Each of the Properties abuts on at least one side a public street or road so as to provide and permit adequate vehicular and pedestrian ingress, egress and access to such parcel, or has adequate easements across intervening property to permit adequate vehicular and pedestrian ingress, egress and access to such parcel from a public street or road. (g) Except as shown on Schedule 4.04(g), there are no material defects in the Properties known to any Contributor or any Initial Property Owner, including all systems therein, all structural components of the buildings located thereon (including, without limitation, the roof and the exterior walls and all operating systems, including, without limitation, the air conditioning system, the heating system, the plumbing system, the electrical system, the fire alarm system, if any, and the sprinkling system, if any). To each Contributor’s knowledge, all water, sewer, electric, natural gas, telephone, drainage facilities and all other utilities required for the current use of each Property are installed to the boundary of such Property, are connected with valid permits, comply with all applicable governmental requirements and are adequate to service the Property for its current use, and no utility deposits are on deposit with respect to any such facilities.

Ownership of the Properties. (a) Except as set forth on Schedule 4.04(a), the Contributor has good and marketable title in fee simple to all Properties designated as owned real property in Exhibit A hereto and has the power and authority to transfer, sell, assign and convey to the Operating Partnership such owned real property free and clear of all Liens, except for Permitted Liens, and, upon delivery of the consideration for such owned real property as provided herein, the Operating Partnership will acquire good and valid title thereto, free and clear of any Liens, except for Permitted Liens and Liens created by the Operating Partnership Agreement. (b) Except as set forth on Schedule 4.04(b), the Contributor has a valid leasehold interest in, and enjoys peaceful and undisturbed possession (consistent with historical use) of all Properties designated as leased real property in Exhibit A hereto, and has the power and authority to transfer, sell, assign and convey to the Operating Partnership such leased real property free and clear of all Liens, except Permitted Liens, and, upon delivery of the consideration for such leased real property as provided herein, the Operating Partnership will acquire a valid leasehold interest thereto, free and clear of any Liens, except for Permitted Liens and Liens created by the Operating Partnership Agreement. The Contributor has not received any written notice of any material uncured default under any of the real property leases pursuant to which it leases such Properties, and to the Contributor’s 's knowledge there is no material uncured default by any landlord thereunder, except in each case as would not reasonably be expected to have a Material Adverse Effect.